Common use of Cadence IP Licensee Clause in Contracts

Cadence IP Licensee. Notwithstanding anything to the contrary contained herein: (a) Ensure that, for so long as the Cadence IP License remains in effect, (i) the Cadence IP Licensee shall meet the requirements described in clause (b) below and shall not be a “Restricted Subsidiary”, as defined in the Existing Senior Notes Indenture or the Ludlow Indenture and (ii) all Equity Interests of the Cadence IP Licensee shall be pledged as part of the Collateral. (b) If and for so long as the Cadence IP License remains in effect, the Cadence IP Licensee must be Cadence or a direct or indirect wholly-owned (by the Lux Borrower) Subsidiary organized in a jurisdiction reasonably satisfactory to the Administrative Agent, in each case which is not then and shall not thereafter be a Guarantor but in any case 100% of the Equity Interests of which are owned by one or more Guarantors and pledged pursuant to one or more Security Documents; provided that Cadence may (i) sub-license its rights under the Cadence IP License to one or more Guarantors, (ii) assign or transfer all of its rights and obligations under the Cadence IP License to any person which becomes the Cadence IP Licensee in accordance with the standards set forth in this clause (b), (iii) consummate one or more internal reorganizations that result in all of the equity interests of the Cadence IP Licensee being owned by one or more Guarantors that pledge such Equity Interests as security for the Obligations and (iv) effect any other similar sub-license, assignment, transfer, internal reorganization or other transaction that, when taken as a whole, in the good faith judgment of the Lux Borrower and the Administrative Agent, is no less favorable to the Lenders than the transactions described in clauses (i) through (iii) of this proviso. Notwithstanding the foregoing or anything else set forth herein to the contrary or otherwise, the Cadence IP Licensee may become a Guarantor at the Parent’s discretion and, if it does become a Guarantor, may incur or guarantee any Indebtedness permitted to be incurred or guaranteed by a Guarantor and will no longer be subject to any other covenants or restrictions otherwise applicable to it (including, without limitation, the restrictions set forth in Sections 5.01, 6.01(h), 6.01(q) and 6.05

Cadence IP Licensee. Notwithstanding anything to the contrary contained herein: (a) Ensure that, for so long as the Cadence IP License remains in effect, (i) the Cadence IP Licensee shall meet the requirements described in clause (b) below and shall not be a “Restricted Subsidiary”, as defined in the Existing Senior Notes Indenture or the Ludlow Indenture and (ii) all Equity Interests of the Cadence IP Licensee shall be pledged as part of the Collateral. (b) If and for so long as the Cadence IP License remains in effect, the Cadence IP Licensee must be Cadence or a direct or indirect wholly-owned (by the Lux Borrower) Subsidiary organized in a jurisdiction reasonably satisfactory to the Administrative Agent, in each case which is not then and shall not thereafter be a Guarantor but in any case 100% of the Equity Interests of which are owned by one or more Guarantors and pledged pursuant to one or more Security Documents; provided that Cadence may (i) sub-license its rights under the Cadence IP License to one or more Guarantors, (ii) assign or transfer all of its rights and obligations under the Cadence IP License to any person which becomes the Cadence IP Licensee in accordance with the standards set forth in this clause (b), (iii) consummate one or more internal reorganizations that result in all of the equity interests of the Cadence IP Licensee being owned by one or more Guarantors that pledge such Equity Interests as security for the Obligations and (iv) effect any other similar sub-license, assignment, transfer, internal reorganization or other transaction that, when taken as a whole, in the good faith judgment of the Lux Borrower and the Administrative Agent, is no less favorable to the Lenders than the transactions described in clauses (i) through (iii) of this proviso. Notwithstanding the foregoing or anything else set forth herein to the contrary or otherwise, the Cadence IP Licensee may become a Guarantor at the Parent’s discretion and, if it does become a Guarantor, may incur or guarantee any Indebtedness permitted to be incurred or guaranteed by a Guarantor and will no longer be subject to any other covenants or restrictions otherwise applicable to it (including, without limitation, the restrictions set forth in Sections 5.01, 6.01(h), 6.01(q) and 6.056.05(b) that treat the Cadence IP Licensee differently from any other Guarantor, but not (for the avoidance of doubt) this Section 5.13) as a result of it not being a Guarantor; provided that any Indebtedness or guarantees of Indebtedness (other than guarantees of Obligations and any other Indebtedness permitted hereunder which is secured by Other First Liens) that would not be permitted to be incurred while the Cadence IP Licensee is not a Guarantor must be subordinated in right of payment pursuant to subordination provisions reasonably satisfactory to the Administrative Agent to the Cadence IP Licensee’s guarantee of the Obligations (and any other Indebtedness described in the immediately preceding parenthetical).