Parent Covenants. The Parent will:
Parent Covenants. Except as otherwise provided below, during the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with the provisions of Article 9, Parent covenants and agrees with the Company as follows:
Parent Covenants. Notwithstanding anything to the contrary contained in any Loan Document, at any time that the Parent is not a Guarantor the Parent shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition and disposition of interests in the Borrower and, if applicable, direct interests in the Borrower, and the management of the business of the Borrower, and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the Borrower. The Parent shall not own any assets other than (i) interests, rights, options, warrants or convertible or exchangeable securities of the Borrower, (ii) assets that have been distributed to the Parent by its Subsidiaries in accordance with Section 7.06 that are held for ten (10) Business Days or less pending further distribution to equity holders of the Parent, (iii) assets received by the Parent from third parties (including the Net Cash Proceeds from any issuance and sale by the Parent of any its Equity Interests), that are held for ten (10) Business Days or less pending contribution of same to the Borrower, (iv) such bank accounts or similar instruments as it deems necessary to carry out its responsibilities under the Organization Documents of the Borrower and (v) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Borrower and its Subsidiaries, but which shall in no event include any Equity Interests other than those permitted in clauses (i) and (iii) of this sentence. Nothing in this Section 7.14 shall prevent the Parent from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests, (iv) the payment of dividends, (v) making contributions to the capital of the Borrower, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent and the Borrower, (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each ca...
Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II Holdings, assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent Agreement) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien on any property or assets now owned or hereafter acquired by it (other than Permitted Encumbrances and Liens created pursuant to the Parent Agreement and the West Parent Agreement. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstanding; provided, however, that the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Co...
Parent Covenants. While the Preferred Shares are outstanding, the Parent covenants: (1) to use its best efforts to list its common stock on a national securities exchange promptly following achieving listing eligibility criteria; (2) to file on a timely basis all reports, notices, audits and other documents required to maintain its compliance with the Securities Exchange Act of 1934; (3) to notice, convene and conduct its annual meeting of shareholders not later than June 15 of each year; (4) prior to the initial issuance of the Units, to appoint three directors to the Company’s Board of Directors, one of whom will be designated to represent the interests of the holders of the Preferred Shares (the “PS Director”). The PS Director will have the same rights and duties as each of the other directors of the Company, and the Board of Directors shall act by majority vote; (5) coincident with its annual meeting each year, to conduct an election among holders of the Preferred Shares for the purpose of electing the PS Director, as provided below in Section 2.10 below; (6) to cause its independent public accounting firm to audit and issue its opinion with respect to the adequacy of the Company’s financial reports; (7) to file a registration statement on or before February28, 2013 with the SEC for the resale of the following securities: (a) for the Common Stock issuable on conversion of the Preferred underlying the Conversion Shares; and (b) for the Common Stock issuable upon exercise of the Warrants; and (8) To certify at least annually that, to the Parent’s actual knowledge, neither the Parent nor the Company is in breach of a Major Covenant, Additional Covenant, or a Parent Covenant. These covenants shall be collectively referred to as “Parent Covenants”.
Parent Covenants. The Parent shall not trade, carry on any business, own any material assets or incur any material liabilities except for:
Parent Covenants. The Parent agrees to make a notation on its records and give instructions to its transfer agent(s) not to permit, prior to the Expiration Time, the transfer of any Shares or New Shares, except as permitted pursuant to Section 1(a).
Parent Covenants. During the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with Article 11, Parent covenants and agrees as follows:
Parent Covenants. Parent and Merger Sub shall have performed and complied with, in all material respects, each of the covenants and obligations under this Agreement required to be performed and complied with by them prior to the Closing.
