Common use of Holding Company Clause in Contracts

Holding Company. The Company shall not conduct, transact or otherwise engage in any business or operations other than (i) those incidental to its ownership of the Equity Interests of its subsidiaries, (ii) those incidental to the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Senior Secured Credit Facilities and obligations related thereto the Security Documents to which it is a party the Existing Notes (only to the extent that the Company is a party thereto on the Closing Date), the Management Agreement, the Tax Sharing Agreement, the Acquisition Agreement, the Structured Financing and the other agreements contemplated by the Acquisition Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company has entered into on or prior to the Closing Date, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company and Basell Funding have entered into on or prior to the Closing Date, (vi) obligations of the Company under European Securitization Transactions (as defined in the Senior Secured Credit Facilities) in effect on the Closing Date, (vii) performance guarantees made in the ordinary course of business, (viii) non-speculative hedging obligations, (ix) the making of loans or payments to its subsidiaries as permitted hereunder and under the Senior Secured Credit Facilities, (x) the provisions of administrative and management services to its subsidiaries of a type customarily provided by a holding company to its subsidiaries and employing employees whose services are required for the operation of the Company and its subsidiaries and other administrative and management services to holding companies of the Company, and (xi) rights under and liabilities incurred resulting from Taxes or loans being made to it, as the same are permitted hereunder.

Holding Company. The Company shall not conductIn the case of Holdings, transact or otherwise hold any material assets, become liable for any material obligations, engage in any trade or business, or conduct any business or operations activity, other than (i) those incidental the maintenance of its corporate existence in compliance with applicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the making of dividends or distributions on its Equity Interests, (iv) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (v) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (vi) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in connection with the activities of its Subsidiaries, (vii) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (viii) the issuance of its Equity Interests to its shareholders, (ix) the execution and delivery of the Loan Documents and Second Lien Documentation to which it is a party and the performance of its obligations thereunder (and the acknowledgment of the Junior Lien Intercreditor Agreement), (x) the incurrence of Indebtedness that is permitted to be incurred by the Borrower under Section 7.02; provided that the net proceeds of such Indebtedness are promptly received by the Borrower (and Borrower becomes the primary obligor thereon) and not retained by Holdings, (xi) the ownership of the Equity Interests of its subsidiaries, (ii) those incidental to the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Senior Secured Credit Facilities and obligations related thereto the Security Documents to which it is a party the Existing Notes (only to the extent that the Company is a party thereto on the Closing Date), the Management Agreement, the Tax Sharing Agreement, the Acquisition Agreement, the Structured Financing and the other agreements contemplated by the Acquisition Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company has entered into on or prior to the Closing Date, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company and Basell Funding have entered into on or prior to the Closing Date, (vi) obligations of the Company under European Securitization Transactions (as defined in the Senior Secured Credit Facilities) in effect on the Closing Date, (vii) performance guarantees made in the ordinary course of business, (viii) non-speculative hedging obligations, (ix) the making of loans or payments to its subsidiaries as permitted hereunder and under the Senior Secured Credit Facilities, (x) the provisions of administrative and management services to its subsidiaries of a type customarily provided by a holding company to its subsidiaries and employing employees whose services are required for the operation of the Company and its subsidiaries and other administrative and management services to holding companies of the Company, Borrower and (xixii) rights under and liabilities incurred resulting from Taxes or loans being made to it, as the same are permitted hereunderactivities incidental thereto.

Holding Company. The Company shall not conductIn the case of Holdings, transact or otherwise hold any material assets, become liable for any material obligations, engage in any trade or business, or conduct any business or operations activity, other than (i) those incidental the maintenance of its corporate existence in compliance with applicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the making of dividends or distributions on its Equity Interests, (iv) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (v) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (vi) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in connection with the activities of its Subsidiaries, (vii) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (viii) the issuance of its Equity Interests to its shareholders, (ix) the execution and delivery of the Loan Documents and Second Lien Documentation to which it is a party and the performance of its obligations thereunder (and the acknowledgment of the Junior Lien Intercreditor Agreement), (x) the incurrence of Indebtedness that is permitted to be incurred by the Borrower under Section 7.02; provided that the net proceeds of such Indebtedness are promptly received by the Borrower (and Xxxxxxxx becomes the primary obligor thereon) and not retained by Holdings, (xi) the ownership of the Equity Interests of its subsidiaries, (ii) those incidental to the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Senior Secured Credit Facilities and obligations related thereto the Security Documents to which it is a party the Existing Notes (only to the extent that the Company is a party thereto on the Closing Date), the Management Agreement, the Tax Sharing Agreement, the Acquisition Agreement, the Structured Financing and the other agreements contemplated by the Acquisition Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company has entered into on or prior to the Closing Date, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company and Basell Funding have entered into on or prior to the Closing Date, (vi) obligations of the Company under European Securitization Transactions (as defined in the Senior Secured Credit Facilities) in effect on the Closing Date, (vii) performance guarantees made in the ordinary course of business, (viii) non-speculative hedging obligations, (ix) the making of loans or payments to its subsidiaries as permitted hereunder and under the Senior Secured Credit Facilities, (x) the provisions of administrative and management services to its subsidiaries of a type customarily provided by a holding company to its subsidiaries and employing employees whose services are required for the operation of the Company and its subsidiaries and other administrative and management services to holding companies of the Company, Borrower and (xixii) rights under and liabilities incurred resulting from Taxes or loans being made to it, as the same are permitted hereunderactivities incidental thereto.

Holding Company. The Company shall not conduct, transact or otherwise engage in any business or operations other than (i) those incidental to its ownership of the Equity Interests of its subsidiariesSubsidiaries, (ii) those incidental to the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Senior Secured Credit Facilities and obligations related thereto the Security Collateral Documents to which it is a party party, the Existing Notes (only to the extent that the Company is a party thereto on the Closing Datedate hereof), the Management AgreementSenior First Lien Debt, the Tax Sharing Agreement, the Acquisition Agreement, the Structured Financing Senior Second/Third Lien Debt and the other agreements contemplated by the Acquisition AgreementDIP ABL Facility, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5VII, (v) any transaction that the Company has entered into on or prior to the Closing Date, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company and Basell Funding have entered into on or prior to the Closing Date, (vi) obligations of the Company under European Securitization Transactions (as defined in the Senior Secured Credit Facilities) in effect on the Closing Date, (vii) performance guarantees made in the ordinary course of business, (viii) non-speculative hedging obligations, (ix) the making of loans or payments to its subsidiaries Subsidiaries as permitted hereunder and under the Senior Secured Credit Facilitieshereunder, (x) the provisions of administrative and management services to its subsidiaries Subsidiaries of a type customarily provided by a holding company to its subsidiaries and employing employees whose services are required for the operation of the Company and its subsidiaries Subsidiaries and other administrative and management services to holding companies of the Company, and (xi) rights under and liabilities incurred resulting from Taxes or loans being made to it, as the same are permitted hereunder.

Holding Company. The Company shall not not, conduct, transact or otherwise engage in any business or operations other than (i) those incidental to its ownership of the Equity Interests of its subsidiariesSubsidiaries, (ii) those incidental to the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Senior Secured Credit Facilities and obligations related thereto the Security Collateral Documents to which it is a party party, the Existing Notes (only to the extent that the Company is a party thereto on the Original Closing Date), the Management Agreement, the Tax Sharing Agreement, the Acquisition Agreement, the Structured Financing and the other agreements contemplated by the Acquisition Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5VII, (v) any transaction that the Company has entered into on or prior to the Closing Date, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company and Basell Funding have entered into on or prior to the Original Closing Date, (vi) obligations of the Company under European Securitization Transactions (as defined in the Senior Secured Credit Facilities) in effect on the Original Closing Date, (vii) performance guarantees made in the ordinary course of business, (viii) non-speculative hedging obligations, (ix) the making of loans or payments to its subsidiaries Subsidiaries as permitted hereunder and under the Senior Secured Credit Facilitieshereunder, (x) the provisions of administrative and management services to its subsidiaries Subsidiaries of a type customarily provided by a holding company to its subsidiaries and employing employees whose services are required for the operation of the Company and its subsidiaries Subsidiaries and other administrative and management services to holding companies of the Company, and (xi) rights under and liabilities incurred resulting from Taxes or loans being made to it, as the same are permitted hereunder.

Holding Company. The Company shall not conduct, transact or otherwise engage in any business or operations other than (i) those incidental to its ownership of the Equity Interests of its subsidiaries, (ii) those incidental to the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Senior Secured Credit Facilities and obligations related thereto the Security Documents to which it is a party the Existing Notes (only to the extent that the Company is a party thereto on the Closing Date), the Management Agreement, the Tax Sharing Agreement, the Acquisition Agreement, the Structured Financing and the other agreements contemplated by the Acquisition Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company has entered into on or prior to the Closing Date, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company and Basell Funding have entered into on or prior to the Closing Date, (vi) obligations of the Company under European Securitization Transactions (as defined in the Senior Secured Credit FacilitiesFacitlities) in effect on the Closing Date, (vii) performance guarantees made in the ordinary course of business, (viii) non-speculative hedging obligations, (ix) the making of loans or payments to its subsidiaries as permitted hereunder and under the Senior Secured Credit Facilities, (x) the provisions of administrative and management services to its subsidiaries of a type customarily provided by a holding company to its subsidiaries and employing employees whose services are required for the operation of the Company and its subsidiaries and other administrative and management services to holding companies of the Company, and (xi) rights under and liabilities incurred resulting from Taxes or loans being made to it, as the same are permitted hereunder.

Holding Company. The Company shall not conductIn the case of Holdings, transact or otherwise hold any material assets, become liable for any material obligations, engage in any trade or business, or conduct any business or operations activity, other than (i) those incidental the maintenance of its corporate existence in compliance with applicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the making of dividends or distributions on its Equity Interests, (iv) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (v) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (vi) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in connection with the activities of its Subsidiaries, (vii) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (viii) the issuance of its Equity Interests to its shareholders, (ix) the execution and delivery of the Loan Documents and First Lien Documentation to which it is a party and the performance of its obligations thereunder (and the acknowledgment of the Junior Lien Intercreditor Agreement), (x) the incurrence of Indebtedness that is permitted to be incurred by the Borrower under Section 7.02; provided that the net proceeds of such Indebtedness are promptly received by the Borrower (and Borrower becomes the primary obligor thereon) and not retained by Holdings, (xi) the ownership of the Equity Interests of its subsidiaries, (ii) those incidental to the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Senior Secured Credit Facilities and obligations related thereto the Security Documents to which it is a party the Existing Notes (only to the extent that the Company is a party thereto on the Closing Date), the Management Agreement, the Tax Sharing Agreement, the Acquisition Agreement, the Structured Financing and the other agreements contemplated by the Acquisition Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company has entered into on or prior to the Closing Date, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company and Basell Funding have entered into on or prior to the Closing Date, (vi) obligations of the Company under European Securitization Transactions (as defined in the Senior Secured Credit Facilities) in effect on the Closing Date, (vii) performance guarantees made in the ordinary course of business, (viii) non-speculative hedging obligations, (ix) the making of loans or payments to its subsidiaries as permitted hereunder and under the Senior Secured Credit Facilities, (x) the provisions of administrative and management services to its subsidiaries of a type customarily provided by a holding company to its subsidiaries and employing employees whose services are required for the operation of the Company and its subsidiaries and other administrative and management services to holding companies of the Company, Borrower and (xixii) rights under and liabilities incurred resulting from Taxes or loans being made to it, as the same are permitted hereunderactivities incidental thereto.

Holding Company. The Company shall not conduct, transact or otherwise engage in any business or operations other than (i) those incidental to its ownership of the Equity Interests of its subsidiariesSubsidiaries, (ii) those incidental to the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Senior Secured Credit Facilities and obligations related thereto the Security Collateral Documents to which it is a party party, the Existing Notes (only to the extent that the Company is a party thereto on the Closing Datedate hereof), the Management AgreementSenior First Lien Debt, the Tax Sharing AgreementSenior Second/Third Lien Debt, the Acquisition Agreement, the Structured Financing and the other agreements contemplated by the Acquisition AgreementDIP Term Loan Facility, (iv) any public offering of its common stock or any other issuance 155 of its Equity Interests not prohibited by Article 5VII, (v) any transaction that the Company has entered into on or prior to the Closing Date, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company and Basell Funding have entered into on or prior to the Closing Effective Date, (vi) obligations of the Company under European Securitization Transactions (as defined in the Senior Secured Credit Facilities) in effect on the Closing Effective Date, (vii) performance guarantees made in the ordinary course of business, (viii) non-speculative hedging obligations, (ix) the making of loans or payments to its subsidiaries Subsidiaries as permitted hereunder and under the Senior Secured Credit Facilitieshereunder, (x) the provisions of administrative and management services to its subsidiaries Subsidiaries of a type customarily provided by a holding company to its subsidiaries and employing employees whose services are required for the operation of the Company and its subsidiaries Subsidiaries and other administrative and management services to holding companies of the Company, and (xi) rights under and liabilities incurred resulting from Taxes or loans being made to it, as the same are permitted hereunder.

Holding Company. The Company shall not not, conduct, transact or otherwise engage in any business or operations other than (i) those incidental to its ownership of the Equity Interests of its subsidiariesSubsidiaries, (ii) those incidental to the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Senior Secured Credit Facilities and obligations related thereto the Security Documents to which it is a party party, the Senior Credit Agreement and the related Loan Documents (as defined in the Senior Credit Agreement), the Existing Notes (only to the extent that the Company is a party thereto on the Closing Date), the Management Agreement, the Tax Sharing Agreement, the Acquisition Agreement, the Structured Financing and the other agreements contemplated by the Acquisition Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5VII, (v) any transaction that the Company has entered into on or prior to the Closing Date, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 5, (v) any transaction that the Company and Basell Funding have entered into on or prior to the Closing Date, (vi) obligations of the Company under European Securitization Transactions (as defined in the Senior Secured Credit Facilities) in effect on the Closing Date, (vii) performance guarantees made in the ordinary course of business, (viii) non-speculative hedging obligations, (ix) the making of loans or payments to its subsidiaries Subsidiaries as permitted hereunder and under the Senior Secured Credit Facilitieshereunder, (x) the provisions of administrative and management services to its subsidiaries Subsidiaries of a type customarily provided by a holding company to its subsidiaries and employing employees whose services are required for the operation of the Company and its subsidiaries Subsidiaries and other administrative and management services to holding companies of the Company, and (xi) rights under and liabilities incurred resulting from Taxes or loans being made to it, as the same are permitted hereunder.