Shake Shack 2015 Annual Report Download - page 169

after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Loan Party (or any of its Subsidiaries) may merge into the
Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Loan Party (other than the Borrower) or any of its Subsidiaries may
merge into any Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary of a Loan Party may merge into any other
Subsidiary of a Loan Party, so long as if any such Subsidiary is a Loan Party such Loan Party shall be the surviving entity and (iv) any Loan Party may
liquidate or dissolve any unprofitable and immaterial Subsidiary in the ordinary course of business.
(f)
No Loan Party will, nor will it permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the
Loan Parties and such Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
SECTION 6.04.
Investments, Loans, Advances, Guarantees and Acquisitions . No Loan Party will, nor will it permit any Subsidiary to,
purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such
merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of,
make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any
other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit
(whether through purchase of assets, merger or otherwise), except:
(e)
Permitted Investments;
(f)
investments in existence on the date of this Agreement and described in Schedule 6.04 (or any extension, refinancing or renewal of such
investments, so long as the aggregate amount of all investments pursuant to this clause (b) is not increased at any time above the amount of such
investments existing on the date hereof;
(g)
investments by each Loan Party or any Subsidiary in Equity Interests in other Loan Parties, provided
that any such Equity Interests held by
a Loan Party, shall be pledged pursuant to, and only to the extent required under, the Security Agreement;
(h)
loans or advances made by any Loan Party (or any of its Subsidiaries) to any other Loan Party permitted by Section 6.01(c);
(i)
Indebtedness permitted by Section 6.01;
(j)
loans or advances made by a Loan Party to its officers and employees on an arms-
length basis in the ordinary course of business consistent
with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $312,500 to any officer or employee
and up to a maximum of $1,250,000 in the aggregate at any one time outstanding;
(k)
investments in the form of Swap Agreements permitted by Section 6.07;
(l)
investments in connection with any Permitted Equity Issuance;