Example ContractsClausesHolding Company
Holding Company
Holding Company contract clause examples

Holding Company. In the case of Holdings, engage in any business or activity other than # the ownership and investment in Capital Stock in and Indebtedness of [[Borrower:Organization]] Ireland Holdings Limited and its other Subsidiaries from time to time, # maintaining its corporate existence, # participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies, including the Loan Parties, # the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, # the incurrence of Indebtedness permitted to be incurred by Holdings pursuant to Section 7.1, # the consummation of any Permitted Acquisition so long as any assets (other than Indebtedness or Capital Stock) acquired in connection with such Permitted Acquisition are owned by the Borrower or a Restricted Subsidiary (other than [[Borrower:Organization]] Ireland Holdings Limited, for so long as it is not a Subsidiary Guarantor) immediately following such Permitted Acquisition, # Restricted Payments permitted to be made by Holdings under [Section 7.5] and # activities incidental to the businesses or activities described in [clauses (a) through (g)] of this Section.

Holding Company Transactions. Any consummation of a Holding Company Transaction, unless as a result of the Holding Company Transaction each share of Designated Senior Preferred Stock shall be converted into or exchanged for one share with an equal liquidation preference of preference securities of the Issuer or the Acquiror (the “Holding Company Preferred Stock”). Any such Holding Company Preferred Stock shall entitle holders thereof to non-cumulative dividends from the date of issuance of such Holding Company Preferred Stock on terms that are equivalent to the terms set forth herein, and shall have such other rights, preferences, privileges and voting powers, and limitations

Bank Holding Company. Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

Parent Guarantor as Holding Company. In the case of the Parent Guarantor, not directly or indirectly enter into or conduct any business, or engage in any activity (including, without limitation, any action or transaction that is required or restricted with respect to the Borrower and its Subsidiaries under [Sections 5.01 and 5.02]2] without regard to any of the enumerated exceptions to such covenants), other than # the ownership, acquisition and disposition of Equity Interests of the Borrower, # 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 ownership of # assets that have been distributed to the Parent Guarantor by its Subsidiaries and that are held by the Parent Guarantor pending further distribution to equity holders of the Parent Guarantor, # assets received by the Parent Guarantor from third parties (including the net cash proceeds from any issuance and sale by the Parent Guarantor of any of its Equity Interests), that are held pending contribution of the same to the Borrower, # such bank accounts or similar instruments as the Parent Guarantor deems necessary to carry out its responsibilities under the organization documents of the Borrower and # other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Parent Guarantor and its Subsidiaries, but which shall in no event include any Equity Interests other than those permitted in clauses (iii)(A) and (B) of this sentence, # the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), # the performance of its obligations with respect to the Loan Documents, # any public offering of its common stock or any other issuance or sale of its Equity Interests (provided that 100% of the net cash proceeds of such issuance or sale shall be contributed to the Borrower), # subject to [Sections 5.02(g) and 5.04(a)(v)])], the payment of dividends, # making contributions to the capital of the Borrower, # participating in tax, accounting and other administrative matters as a member of the Consolidated Group, # providing indemnification to officers, managers and directors, # 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 case, as applicable to the Parent Guarantor, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debt holders, # the incurrence of Debt, to the extent such incurrence would not result in a Default

Parent Guarantor as Holding Company. In the case of the Parent Guarantor, not directly or indirectly enter into or conduct any business, or engage in any activity (including, without limitation, any action or transaction that is required or restricted with respect to the Borrower and its Subsidiaries under [Sections 5.01 and 5.02] without regard to any of the enumerated exceptions to such covenants), other than # the holding of theownership, acquisition and disposition of Equity Interests of the Borrower;, # the performance of its Obligations (subject to the limitations set forth in the Loan Documents) under each Loan Document to which it is a party; # the making of equity or subordinate debt Investments in the Borrower and its Subsidiaries, provided each such Investment shall be on terms acceptable to the Administrative Agent; # the holding of the Equity Interests of each direct and indirect Subsidiary that owns or leases an Unencumbered Asset; and # activities incidental to each of themanagement 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 ownership of # assets that have been distributed to the Parent Guarantor by its Subsidiaries and that are held by the Parent Guarantor pending further distribution to equity holders of the Parent Guarantor, # assets received by the Parent Guarantor from third parties (including the net cash proceeds from any issuance and sale by the Parent Guarantor of any of its Equity Interests), that are held pending contribution of the same to the Borrower, # such bank accounts or similar instruments as the Parent Guarantor deems necessary to carry out its responsibilities under the organization documents of the Borrower and # other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Parent Guarantor and its Subsidiaries, but which shall in no event include any Equity Interests other than those permitted in clauses (iii)(A) and (B) of this sentence, # the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), # the performance of its obligations with respect to the Loan Documents, # any public offering of its common stock or any other issuance or sale of its Equity Interests (provided that 100% of the net cash proceeds of such issuance or sale shall be contributed to the Borrower), # subject to [Sections 5.02(g) and 5.04(a)(v)])], the payment of dividends, # making contributions to the capital of the Borrower, # participating in tax, accounting and other administrative matters as a member of the Consolidated Group, # providing indemnification to officers, managers and directors, # 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 case, as applicable to the Parent Guarantor, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debt holders, # the incurrence of Debt, to the extent such incurrence would not result in a Default or Event of Default under [Section 5.02(b)] or [Section 5.04] (provided that 100% of the net cash proceeds of such incurrence of Debt shall be contributed to the Borrower) and # any activities incidental to the foregoing.

Holding Covenant. Holdings shall not have any direct Subsidiary other than the Initial Borrower.

Holding Over. This Lease shall terminate without further notice on the Lease Expiration Date (as set forth in Article 1). Notwithstanding the foregoing, upon sixty (60) days advance notice from Tenant to Landlord, Tenant shall have the right to hold over in the Leased Premises for sixty (60) days, upon all of the terms and conditions of the Lease, including the obligation to pay Base Monthly Rent and Additional Rent. Any holding over by Tenant after expiration of the Lease Term shall neither constitute a renewal nor extension of this Lease nor give Tenant any rights in or to the Leased Premises except as expressly provided in this Paragraph. Any such holding over to which Landlord has consented shall be construed to be a tenancy from month to month, on the same terms and conditions herein specified insofar as applicable, except that (following the initial sixty (60) day holdover period described above, if applicable) the Base Monthly Rent shall be increased to an amount equal to one hundred twenty-five percent (125%) of the Base Monthly Rent payable during the last full month immediately preceding such holding over. Without limiting the foregoing, in the event of a holding over to which Landlord has consented, any rights of Landlord or obligations of Tenant set forth in this Lease and purporting to apply during the term of this Lease, shall nonetheless also be deemed to apply during any such hold over period. Tenant acknowledges that if Tenant holds over without Landlord’s consent, such holding over may compromise or otherwise affect Landlord’s ability to enter into new leases with prospective tenants regarding the Leased Premises. Therefore, if Tenant fails to surrender the Leased Premises upon the expiration or termination of this Lease (and following the initial sixty (60) day holdover period described above, if applicable), in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against all claims resulting from such failure, including, without limiting the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any losses suffered by Landlord, including lost profits, resulting from such failure to surrender. Tenant shall have the right to request that Landlord provide to Tenant a written notice setting forth Landlord’s estimate of the maximum amount of actual, special and consequential damages (including loss of profits, loss of business opportunity, loss of goodwill and loss of use) Building 3

Holding Companies. Each Subsidiary of Holdings, other than [[Borrower:Organization]] Ireland Holdings Limited, is, on the date of the Original Credit Agreement, the Restatement Effective Date and, the Second Amendment Effective Date, the Third Amendment Effective Date, the Fourth Amendment Effective Date, the Fifth Amendment Effective Date and the Sixth Amendment Effective Date, to the extent same was incorporated on such date(s), a Subsidiary of Holdings solely by virtue of paragraph # of sub-section # of Section 155 of the Companies Acts, 1963 [[Address A:Address]] or paragraph # of sub-section 2 of Section 7 of the Companies Act, 2014 [[Address A:Address]] (as applicable). Neither Holdings nor [[Borrower:Organization]] Ireland Holdings Limited own any material assets or property other than any assets or property permitted to be owned by them under [Section 7.16 or 7.17]7] as applicable.

Holding Over. If Tenant shall hold over after expiration of the Term or any earlier termination of this Lease, # Tenant shall be deemed to be a tenant-at-will, # Tenant shall pay one and one-half times the Base Rent and Additional Rent payable during the final full month of the Term; # there shall be no renewal or extension of this Lease by operation of law; and # the tenancy-at-will may be terminated at any time and Tenant’s occupancy shall otherwise be on the terms and conditions herein specified so far as applicable. The provisions of this Section 23(b) shall not constitute a waiver by Landlord or any re-entry rights of Landlord provided hereunder or by law. This [subsection 23(b)] shall survive the termination or expiration of this Lease.

HOLDING OVER. If Tenant remains in possession of all or any part of the Premises after the expiration or earlier termination of the Term, then such holding over shall be a tenancy at sufferance, for the entire Premises, subject to the terms and conditions of this Lease, except that Tenant monthly installments of Base Rent shall be determined on a per month basis without reduction for partial months during the holdover and shall be 150% of the monthly installment of Base Rent payable for the last full month immediately preceding the holdover plus 100% of the monthly installment of Real Property Taxes and Operating Expenses payable by Tenant for the last full month immediately preceding the holdover. This Section shall not be construed as Landlord’s permission for Tenant to holdover. Acceptance of Rent by Landlord following expiration or termination shall not constitute an extension of the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. Notwithstanding any provision in this Lease to the contrary, any holdover by Tenant shall constitute an Event of Default on the part of Tenant under this Lease entitling Landlord to exercise, without obligation to provide Tenant any notice or cure period, all of the remedies available to Landlord in the case of an Event of Default by Tenant. If Tenant remains in possession of all or any part of the Premises after the expiration or earlier termination of the Term, then Tenant shall indemnify and hold Landlord harmless from and against all Losses (including, without limitation, consequential damages) resulting from or arising out of Tenant’s failure to surrender the Premises, including, but not limited to, any amounts required to be paid to any tenant or prospective tenant who was to have occupied the Premises after the expiration or earlier termination of this Lease and any related reasonable attorneys’ fees and brokerage commissions. Landlord shall advise Tenant in writing promptly after Landlord enters into a lease providing for occupancy of any portion of the Premises by a tenant after the Expiration Date (“Landlord’s New Lease Notice”). Notwithstanding anything to the contrary herein contained, Tenant shall not be liable for any damages as a result of a holdover (other than increased Base Rent as set forth above) unless such holdover continues for a period of more than 60 days after Tenant’s receipt of Landlord’s New Lease Notice. (For example, # if Tenant receives Landlord’s New Lease Notice 60 or more days prior to the Expiration Date, Tenant will be liable for damages as a result of any holdover after the Expiration Date, and # if Tenant receives Landlord’s New Lease Notice 30 days prior to the Expiration Date, Tenant will be liable for damages as a result of the holdover only if it holds over for more than 30 days after the Expiration Date.).

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