The Parent. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business; provided, however, that nothing contained in this proviso shall limit Parent's ability to authorize or propose, or enter into, an agreement with respect to any acquisitions or to issue any debt or equity securities;
The Parent. (a) Except as otherwise set forth in this Section 5.18, the Parent has no Indebtedness (other than (i) pursuant hereto, (ii) certain trade payables reasonably incurred in the ordinary course of the operation of the Stations and of the Parent’s corporate headquarters, (iii) pursuant to the Indentures and (iv) pursuant to Section 7.03);
The Parent. (a) repeats the Repeated Representations; and
The Parent. Except as permitted under Section 9.6 hereof, the Parent shall engage in no business other than ownership of stock of the Company, and shall not own, acquire or lease any property, other than such stock.
The Parent. The Parent (i) owns any assets other than Equity Interests of the Borrower, assets in the nature of Derivatives Linked to Parent Common Stock, obligations owing it under Convertible Mirror Notes, and immaterial assets reasonably appropriate or necessary in connection with any of the foregoing; (ii) has any material Indebtedness other than Indebtedness under Convertible Notes and related Derivatives Linked to Parent Common Stock, (iii) conducts any material operations other than as reasonably necessary or appropriate in connection with the ownership of assets described in (i) above or the incurrence and maintenance of Indebtedness described in (ii) above; or (iv) ceases to report financial statements on a consolidated basis with the Borrower and its Subsidiaries.
The Parent. Notwithstanding anything herein to the contrary, the Parent shall not engage in any material operational business activities or own or hold any material assets or incur any Debt or Liens; provided that the following shall be permitted: (i) its ownership of the Equity Interests of the Borrower and activities incidental thereto, including, payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations as a Guarantor with respect to the Loan Documents or any other documents relating to Debt permitted hereunder, (v) if applicable, participating in tax, accounting and other administrative matters as the holding company of the consolidated group of the Parent and its Subsidiaries, (vi) holding any cash or Cash Equivalents permitted by Section 9.05, (vii) making of any Restricted Payments or Investments permitted hereunder, (viii) providing indemnification to officers and directors, (ix) acting as the general partner of ARP in accordance with ARP’s partnership agreement as of the date hereof or as amended; provided that the approval of any amendment thereto that is adverse to the interests of the Lenders shall require written consent of the Majority Lenders, (x) its ownership of the Equity Interests of AEC and the making of payments to AEC only to the extent those payments are necessary for AEC to fund any payments on behalf of Parent permitted by Section 9.22, (xi) its ownership of intellectual Property rights and (xii) any activities incidental or reasonably related to the foregoing.
The Parent. As of the date hereof, the authorized capital stock of the Parent consists of 300,000,000 shares of Parent Common Stock, par value $.50 per share, and 5,000,000 shares of preferred stock, par value $.50 per share ("Parent Preferred Stock"). At the close of business on May 29, 1998, (A) 122,341,004 shares of Parent Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable, and free of preemptive rights, (B) 850,328 shares of Parent Common Stock were held in the treasury of the Parent, and (C) 12,576,826 shares of Parent Common Stock were reserved for future issuance pursuant to stock option arrangements of the Parent (collectively, the "Parent Stock Option Plans"), of which 3,512,826 shares were reserved for future issuance under stock options granted as of May 29, 1998. The Parent Stock Option Plans are the only benefit plans of the Parent or its Subsidiaries under which any securities of the Parent or any of its Subsidiaries are issuable. No shares of Parent Preferred Stock are outstanding. As of the date of this Agreement, except as set forth above, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except for stock options covering not in excess of 3,512,826 shares of Parent Common Stock issued under the Parent Stock Option Plans (collectively, the "Parent Stock Options"), there are no options, warrants, calls, rights or agreements to which the Parent or any of its Subsidiaries is a party or by which any of them is bound obligating the Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Parent or any of its Subsidiaries or obligating the Parent or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Each outstanding share of capital stock of each Subsidiary of the Parent that is a corporation is duly authorized, validly issued, fully paid and nonassessable, and each such share is owned by the Parent or another Subsidiary of the Parent free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. The Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or ...
The Parent. It is specifically agreed among the parties hereto that the Parent will be a co-issuer of the Senior Notes but otherwise act solely as a holding company for the Equity Interests of the Borrower and certain of the Subsidiaries.
The Parent. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business in substantially the same manner as heretofore conducted, except that nothing contained in this subsection 5.1(b)(i) shall limit Parent's ability to authorize or propose, or enter into, an agreement with respect to any (A) acquisitions in which the aggregate value of the consideration paid does not exceed $900 million, (B) dispositions of assets held for sale and other assets in which the aggregate value of the consideration received does not exceed 10% of Parent's total assets, or (C) issuance of debt or equity securities;
The Parent. The Parent is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Parent is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except for those jurisdictions in which the failure to be so qualified or in good standing would not reasonably be expected to have a Business Material Adverse Effect. The Parent has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent has made available to the Buyer complete and accurate copies of its corporate charter and by-laws. Parent is not in default under or in violation of any provision of its certificate of incorporation or by-laws, other than any such default or violation that would not reasonably be expected to have a Business Material Adverse Effect.
