Common use of Holdings Clause in Contracts

Holdings. If a Holdings Election Event shall occur, Holdings shall not (a) other than Indebtedness in respect of loans and advances by the Borrower and its Restricted Subsidiaries otherwise permitted pursuant to Section 7.06, create, incur, assume or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) (i) is not guaranteed by the Borrower or any of its Restricted Subsidiaries, (ii) will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (iii) has no scheduled amortization or payments of principal other than mandatory prepayment, repurchase or redemption provisions customary for holding company debt securities, (iv) does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of the Closing Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VII.

Holdings. If a Holdings Election Event shall occur, Holdings shall not (a) other than Indebtedness in respect of loans and advances by the Borrower and its Restricted Subsidiaries otherwise permitted pursuant to Section 7.06, create, incur, assume or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) (i) is not guaranteed by the Borrower or any of its Restricted Subsidiaries, (ii) will not mature prior to the date that is ninety-one (91) days after the Latest Maturity Date of the Term Loans, (iii) has no scheduled amortization or payments of principal other than mandatory prepayment, repurchase or redemption provisions customary for holding company debt securities, (iv) does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Latest Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of the Closing Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VII.

Holdings. If a Holdings Election Event shall occur, Holdings shall not (a) other than Indebtedness in respect of loans and advances by the Borrower and its Restricted Subsidiaries otherwise permitted pursuant to Section 7.06, create, incur, assume or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) (i) is not guaranteed by the Borrower or any of its Restricted Subsidiaries, (ii) will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (iii) has no scheduled amortization or payments of principal other than mandatory prepayment, repurchase or redemption provisions customary for holding company debt securities, (iv) does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of the Closing Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a 118 Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VII.

Holdings. If a Holdings Election Event shall occur, Holdings shall not (a) Holdings will not conduct, transact or otherwise engage in any material business or material operations other than (i) the ownership and/or acquisition of the Capital Stock (other than Disqualified Capital Stock) of the Borrower, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (iv) the performance of its obligations under and in connection with the Credit Documents and any documents relating to other Indebtedness permitted under Section 10.1, (v) any public offering of its common Capital Stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by Section 10, including the costs, fees and expenses related thereto, (vi) any transaction that Holdings is permitted to enter into or consummate under this Section 10 and any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Section 10, including (a) making any dividend or distribution or other transaction similar to a Restricted Payment (other than a Restricted Investment) not prohibited by Section 10.6 (or the making of a loan to its Parent Entities or any Equityholding Vehicle in lieu of any such permitted Restricted Payment (other than Restricted Investments) or distribution or other transaction similar to a Restricted Payment (other than Restricted Investments)) or holding any cash received in connection with Restricted Payments (other than Restricted Investments) made by the Borrower in accordance with Section 10.6 pending application thereof by Holdings in the manner contemplated by Section 10.6 (including the redemption in whole or in part of any of its Capital Stock (other than Disqualified Capital Stock) in exchange for another class of Capital Stock (other than Disqualified Capital Stock) or rights to acquire its Capital Stock (other than Disqualified Capital Stock) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Capital Stock (other than Disqualified Capital Stock)), (b) making any Investment to the extent (1) payment therefor is made solely with the Capital Stock of Holdings (other than Disqualified Capital Stock), the proceeds of Restricted Payments (other than a Restricted Investment) received from the Borrower and/or proceeds of the issuance of, or contribution in respect of loans the, Capital Stock (other than Disqualified Capital Stock) of Holdings and advances by (2) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower and its Restricted Subsidiaries or a Subsidiary Guarantor (or, if otherwise permitted pursuant to by Section 7.0610.5 or Section 10.6, create, incur, assume a Restricted Subsidiary) or suffer to exist any Indebtedness unless such Indebtedness the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary and (“Holdings Permitted Debt”c) the (iw) is not guaranteed by provision of guarantees in the ordinary course of business in respect of obligations of the Borrower or any of its Restricted SubsidiariesSubsidiaries to suppliers, (ii) will customers, franchisees, lessors, licensees, sublicensees or distribution partners; provided, for the avoidance of doubt, that such guarantees shall not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (iii) has no scheduled amortization or payments of principal other than mandatory prepayment, repurchase or redemption provisions customary for holding company debt securities, (iv) does not require any payments in cash of interest or other amounts be in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loansdebt for borrowed money, (vx) has covenant, default Incurrence of Indebtedness of Holdings contemplated by Sections 10.1(p) and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of the Closing Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions10.1(q), other than provisions customary for senior discount notes (y) Incurrence of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, guarantees and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence other obligations in respect of Indebtedness Incurred pursuant to Sections 10.1(a), 10.1(b), 10.1(k) and obligations 10.1(s) and Permitted Additional Debt Incurred pursuant to Section 10.1(u) and (z) granting of Liens to the extent the Indebtedness contemplated by subclause (y) is permitted to be secured under Sections 10.2(a), 10.2(u), 10.2(bb) and 10.2(oo), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 10, (ix) activities related or incidental to such consummation of the Loan Documents Transactions and/or the Closing Date Refinancing Transactions, (x) organizational activities incidental to Acquisitions or other Investments consummated by the Borrower, including the formation of acquisition vehicle entities and intercompany loans and/or investments incidental to such Acquisitions or other Investments in each case consummated substantially contemporaneously with the consummation of the applicable Acquisitions or other Investments; provided that in no event shall any such activities include the incurrence of a Lien on any of the assets of Holdings, (xi) the making of any loan to any officers or directors contemplated by Section 10.5 or Section 10.6, the making of any Investment in the Borrower or any Holdings Permitted Debt Subsidiary Guarantor or, to the extent otherwise allowed under Section 10.5 or Section 10.6, a Restricted Subsidiary, (xii) [reserved], (xiii) the performance of its obligations and the guarantee of any obligations in connection with a Qualifying IPO the Transactions and/or the Closing Date Refinancing Transactions and (xiv) activities incidental to the businesses or otherwise activities described in a manner consistent with transactions otherwise permitted under Article VIIclauses (i) to (xiii) of this Section 10.9(a).

Holdings. If a Holdings Election Event shall occur, Holdings shall not (a) other than Indebtedness in respect of loans and advances by the Borrower and its Restricted Subsidiaries otherwise permitted pursuant to Section 7.06, create, incur, assume or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) (i) is not guaranteed by the Borrower or any of its Restricted Subsidiaries, (ii) will not mature prior to the date that is ninety-one (91) days after the Latest Maturity Date of the Term Loans, (iii) has no scheduled amortization or payments of principal other than mandatory prepayment, repurchase or redemption provisions customary for holding company debt securities, (iv) does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Latest Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of the Closing Fifth Amendment Effective Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VII.

Holdings. If a As of the date of this Agreement and prior to the Redemption and the Reorganization, the membership units of Holdings Election Event shall occur, set forth on the capitalization table of Holdings shall not set forth in Section 5.3(a)(i) of the Buyer Disclosure Schedule are issued and outstanding and the Class A Interests in Holdings are owned of record and beneficially by the Persons identified in such capitalization table (a) other than Indebtedness subject to reduction in respect of loans membership units forfeited by or repurchased from employees or other service providers prior to Closing and advances transfers permitted by the Borrower Buyer Charter Documents of Holdings). All outstanding membership units of Holdings are duly authorized, have been validly issued and its Restricted Subsidiaries otherwise permitted pursuant are fully paid and non-assessable, and were issued in compliance with applicable securities Laws or exemptions therefrom. As of the date of this Agreement, except for the membership units set forth in Section 5.3(a)(i) of the Buyer Disclosure Schedule, no other Equity Securities of Holdings are issued, reserved for issuance or outstanding. No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which members of Holdings may vote are issued or outstanding (or which is convertible into or exchangeable for, Equity Securities having such rights). Other than as set forth on Section 7.065.3(a)(ii) of the Buyer Disclosure Schedules or in connection with the Redemption and the Reorganization, create, incur, assume or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) (i) is not guaranteed by there are no rights to subscribe for or to purchase, or any agreements providing for the Borrower issuance (contingent or otherwise) of, any Equity Securities of Holdings; (ii) there are no outstanding obligations of Holdings or any of its Restricted SubsidiariesSubsidiaries to repurchase, (ii) will not mature prior to the date that is ninety-one (91) days after the Maturity Date redeem or otherwise acquire any Equity Securities of the Term Loans, Holdings; (iii) has there are no scheduled amortization outstanding options, warrants, calls, convertible securities, exchangeable securities, rights, puts, commitments or payments agreements of principal other than mandatory prepaymentany character, written or oral, to which Holdings is or will be a party or by which it is bound providing for the issuance, delivery, sale, transfer, registration, disposition or acquisition, repurchase or redemption provisions customary for holding company debt securitiesof any of Holdings’ Equity Securities or obligating Holdings to grant, extend or enter into any such option, warrant, call, convertible security, exchangeable security, right, put, commitment or agreement; (iv) does not require any payments in cash of interest there are no outstanding or authorized stock appreciation, phantom stock or other amounts in similar rights with respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof Holdings; and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (v) has covenantthere are no stockholder agreements, default and remedy provisions customary for holding company debt securitiesvoting trusts, but in no event more restrictive proxies or other similar contracts, agreements, arrangements, commitments, plans or understandings relating to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenturevoting, as dividend, ownership or transfer rights of the Closing Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes any Equity Securities of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VIIHoldings.

Holdings. If a Holdings Election Event shall occurSolely with respect to Holdings, Holdings shall not (a) engage in any business or business activity other than Indebtedness (i) the ownership and acquisition of Equity Interests in respect of loans and advances by the Borrower Parent and its Subsidiaries, together in each case with activities related, ancillary or incidental thereto, (ii) the actions required or advisable by law to maintain its existence and separate corporate or other legal structure, (iii) the payment of taxes and other customary obligations, (iv) the issuance, sale and redemption of Qualified Equity Interests, (v) the receipt, holding (but not in excess of five (5) days) and further distribution of the proceeds of Restricted Subsidiaries otherwise Payments permitted pursuant by Section 9.3, (vi) the holding of directors’ and shareholders’ meetings, preparation of corporate and similar records and other activities required or advisable to Section 7.06maintain its existence and separate corporate or other legal structure, create(vii) the preparation of reports to, incurand notices to and filings with, assume Governmental Authorities and to the holders of its Equity Interests, and (viii) other activities related, ancillary or suffer incidental to exist any Indebtedness unless such Indebtedness its maintenance and continuance and to the foregoing activities, (“Holdings Permitted Debt”b) (i) hold any asset other than Equity Interests in the Parent (other than the proceeds of Restricted Payments that it is not guaranteed by the Borrower or any of its Restricted Subsidiariesallowed to hold for no longer than five (5) days), (ii) will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loansincur, or have any obligation with respect to, any Debt or (iii) has no scheduled amortization or payments issue any Disqualified Equity Interests, (c) hold proceeds of principal Qualified Equity Interests issued by it for longer than three (3) Business Days, (d) make any Restricted Payment other than mandatory prepayment, repurchase Restricted Payments permitted by Section 9.3 or redemption provisions customary for holding (e) cease to remain Parent’s sole managing member (as provided in Parent’s limited liability company debt securities, (iv) does not require any payments agreement as in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of effect on the Closing Date, taken ). For the avoidance of doubt any proceeds of Equity Interest that are received by Holdings shall be contributed by it to Parent as a whole an equity Investment in Parent within three (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes 3) Business Days after receipt of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VIIsuch proceeds.

Holdings. If a Holdings Election Event shall occur, Holdings shall not (a) other than Indebtedness in respect of loans and advances by the Borrower and its Restricted Subsidiaries otherwise permitted pursuant to Section 7.06, create, incur, assume or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”) (i) is not guaranteed by the Borrower or any of its Restricted Subsidiaries, (ii) will not mature prior to the date that is ninety-one (91) days after the Latest Maturity Date of the Term Loans, (iii) has no scheduled amortization or payments of principal other than mandatory prepayment, repurchase or redemption provisions customary for holding company debt securities, (iv) does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Latest Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of the Closing ClosingFifth Amendment Effective Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VII.

Holdings. If a Holdings Election Event shall occur, Holdings shall not Solely with respect Holdings: (a) engage in any business or business activity other than Indebtedness (i) the ownership and acquisition of Equity Interests in respect of loans and advances by the Borrower Parent and its Subsidiaries, together in each case with activities related, ancillary or incidental thereto, (ii) the actions required or advisable by law to maintain its existence and separate corporate or other legal structure, (iii) the payment of taxes and other customary obligations, (iv) the issuance, sale and redemption of Qualified Equity Interests, (v) the receipt, holding (but not in excess of five (5) days) and further distribution of the proceeds of Restricted Subsidiaries otherwise Payments permitted pursuant by Section 9.3, (vi) the holding of directors’ and shareholders’ meetings, preparation of corporate and similar records and other activities required or advisable to Section 7.06maintain its existence and separate corporate or other legal structure, create(vii) the preparation of reports to, incurand notices to and filings with, assume Governmental Authorities and to the holders of its Equity Interests, and (viii) other activities related, ancillary or suffer incidental to exist any Indebtedness unless such Indebtedness its maintenance and continuance and to the foregoing activities, (“Holdings Permitted Debt”b) (i) hold any asset other than Equity Interests in the Parent (other than the proceeds of Restricted Payments that it is not guaranteed by the Borrower or any of its Restricted Subsidiariesallowed to hold for no longer than five (5) days), (ii) will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loansincur, or have any obligation with respect to, any Debt or (iii) has no scheduled amortization or payments issue any Disqualified Equity Interests, (c) hold proceeds of principal Qualified Equity Interests issued by it for longer than three (3) Business Days, (d) make any Restricted Payment other than mandatory prepayment, repurchase Restricted Payments permitted by Section 9.3 or redemption provisions customary for holding (e) cease to remain Parent’s sole managing member (as provided in Parent’s limited liability company debt securities, (iv) does not require any payments agreement as in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of effect on the Closing Date, taken ). For the avoidance of doubt any proceeds of Equity Interest that are received by Holdings shall be contributed by it to Parent as a whole an equity Investment in Parent within three (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes 3) Business Days after receipt of a holding company, (b) create, incur, assume or suffer to exist any Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under Article VIIsuch proceeds.