Activities of Parent. The Parent shall engage in any business, operations or activities other than:
Activities of Parent. The Parent will not engage in any trade or business, or own any assets (other than the Capital Stock of the Loan Parties owned as of the Effective Date, any assets related to the payment of taxes and amounts that it received or is entitled to receive pursuant to Section 6.06(d)) or incur any Indebtedness (other than its obligations under the Loan Documents, the Subordinated Convertible Notes, the Tax Notes, the Shareholder Payment Agreement, the Stock Purchase Agreement and the Revolving Loan Documents).
Activities of Parent. In respect of Parent, (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever, other than guarantees and obligations under the Loan Documents and any Intermediation Facility Documents; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a party or Liens permitted pursuant to Section 7.4; (c) engage in any business or activity or own any assets other than (i) directly or indirectly holding 100% of the Equity Interests of each of the Loan Parties and directly or indirectly holding Equity Interests in the other non-Loan Party Subsidiaries as of the Closing Date; (ii) performing its obligations and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, the Related Agreements; (iii) making Restricted Payments and Investments to the extent permitted by this Agreement; or (iv) any other agreement or activity within the ordinary course of its business; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries other than as permitted under this Agreement; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the Subsidiaries on the Closing Date other than to the extent permitted by this Agreement; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Activities of Parent. Not engage in any business other than -------------------- ownership of the Company, Acquisition Subsidiaries and the QuIPS Trust and activities reasonably related thereto (including the incurrence of Debt permitted by Section 10.7, the incurrence of unsecured trade obligations in ------------ respect of goods to be delivered and services to be performed for the benefit of, and unsecured lease obligations incurred for the benefit of, Subsidiaries and the incurrence of payroll and benefit expenses). Without limiting the foregoing, Parent will not (a) incur any Debt other than the QuIPS Debentures, the QuIPS Preferred Securities, the Parent Guaranty, the QuIPS Guarantees, Debt permitted by Section 10.7 and guarantees of the obligations of the Company or any other ------------ Subsidiary (provided that any such guaranty is subordinated to the obligations of Parent under the Parent Guaranty at least to the extent set forth in Exhibit ------- G or otherwise in a manner reasonably satisfactory to the Required Banks), (b) - make any Investments other than (i) Investments in the Company, (ii) Investments in Acquisition Subsidiaries and (iii) Investments in the QuIPS Trust existing on the date hereof, (c) grant any Liens on any of its assets (other than pursuant to the U.S. Security Agreement) or (d) permit any amendment to or modification of the QuIPS Debentures, the QuIPS Preferred Securities, either QuIPS Guarantee or the QuIPS Indenture which, in any such case, is adverse to the interests of the Banks.
Activities of Parent. Not engage in any business other than -------------------- ownership of the Company, Acquisition Subsidiaries, the QuIPS Trust and any Special Purpose Vehicle and activities reasonably related thereto (including the incurrence of Debt permitted by Section 10.7, the incurrence ------------ of unsecured trade obligations in respect of goods to be delivered to and properties to be used by, and services (including management and consulting services) to be performed for the benefit of, and unsecured lease obligations incurred for the benefit of, Subsidiaries and the incurrence of payroll and benefit expenses). Without limiting the foregoing, Parent will not (a) incur any Debt other than the QuIPS Debentures, the QuIPS Preferred Securities, the Parent Guaranty, the QuIPS Guarantees, Debt permitted by
Activities of Parent. Permit the Parent to (a) own assets other than the membership interests of the Borrower or (b) incur any Lien upon its ownership of the membership interest of the Borrower.
Activities of Parent. The Parent shall not, directly or indirectly, (i) enter into or permit to exist any transaction or agreement (including any agreement for the incurrence or assumption of Indebtedness, any purchase, sale, lease or exchange of any property or the rendering of any service), between itself and any other Person, (ii) engage in any business or conduct any activity (including the making of any Investment or payment) or transfer any of its assets, other than Investments in the Issuer, and performance of ministerial activities and payment of taxes and administrative fees necessary for compliance with the next succeeding sentence, or (iii) consolidate or merge with or into any other Person. The Parent shall further preserve, renew and keep in full force and effect their respective corporate existences and any rights, privileges and franchises necessary or desirable in the conduct of their respective business, and shall comply in all material respects with all material applicable laws, ordinances, rules, regulations and requirements of governmental authorities. The Parent shall not have any Subsidiaries other than the Issuer and the other Subsidiaries listed on Schedule 5.01(f)(i) as of the Closing Date.
Activities of Parent. The Parent shall not (i)(x) perform any services or activities, or make any cash payments for the performance of any services or activities, other than those services and activities described in clauses (i) through (viii) of the definition of “HoldCo Corporate Overhead Expenses” or reasonably related thereto, or (y) perform any services or activities, or make any cash payments for the performance of any services or activities that are ordinarily performed or paid for by an operating company, (ii) engage in any trade or business, (iii) own any assets, (iv) directly or indirectly, beneficially or otherwise, hold or own (whether pursuant to an Asset Swap or otherwise) any Capital Stock or other securities of any Person, (v) issue or incur any Indebtedness or (vi) effect any Equity Issuances, except that the Parent may:
Activities of Parent. Not, at any time after the occurrence of -------------------- the Restructuring, engage in any business other than ownership of the Company and the QuIPS Trust and activities reasonably related thereto (including the incurrence of Debt permitted by Section 10.7 and the incurrence of unsecured ------------ trade obligations in respect of goods to be delivered and services to be performed for the benefit of, and unsecured lease obligations incurred for the benefit of, Subsidiaries). Without limiting the foregoing, Parent will not (a) incur any Debt other than the QuIPS Debentures, the QuIPS Preferred Securities and the Parent Guaranty, (b) make any Investments other than (i) Investments in the Company and (ii) Investments in the QuIPS Trust in an amount not exceeding U.S. $12,000,000, (c) grant any Liens on any of its assets or (d) permit any amendment to or modification of the QuIPS Debentures, the QuIPS Preferred Securities or the Indenture for the QuIPS Debentures which, in any such case, is adverse to the interests of the Lenders. Notwithstanding the foregoing, Parent may become a party to the USR Merger Agreement.
Activities of Parent. Parent shall not own any material assets or engage in any business or activity other than (i) the ownership of all outstanding Capital Stock in the Issuer or special purpose entities, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies including Parent, the Issuer or any of the Restricted Subsidiaries or other subsidiaries of Parent, (iv) the performance of obligations under the Notes Documents to which it is a party, (v) making and receiving Restricted Payments and Investments to the extent permitted under Section 4.07, (vi) Incurring and guaranteeing Indebtedness, (vii) establishing, creating, developing, registering, enforcing, prosecuting and maintaining, as applicable, bank accounts and intellectual property rights, (viii) entering into employment agreements and other arrangements with officers and directors, (ix) performing its obligations in connection with the Transactions, (x) engaging in any public offering of its common stock or any other issuance or sale of its Equity Interests, (xi) providing indemnification to officers, managers and directors, (xii) engaging in any activities incidental to compliance with the provisions of the Securities Act and the Exchange Act and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debt-holders, (xiii) engaging in activities required to comply with applicable laws, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by the Indenture, (xv) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Parent’s (or its direct or indirect parent’s) common stock and the continued existence of Parent (or its direct or indirect parent) as a public company, (xvi) performing its obligations under any management agreement with any Investor, (xvii) guaranteeing ordinary course obligations incurred by any of its Restricted Subsidiaries, (xviii) [reserved], and (xix) engaging in any activities incidental to the foregoing.
