Material Foreign Subsidiary definition

Material Foreign Subsidiary means any Foreign Subsidiary that is a Material Subsidiary.

Material Foreign Subsidiary any Material Subsidiary which is also a Foreign Subsidiary.

Material Foreign Subsidiary at any time, any Foreign Subsidiary or Foreign Subsidiary Holdco, in each case, other than any Excluded Foreign Subsidiary, (i) which is directly owned by the Parent Borrower or any Domestic Subsidiary and (ii) with respect to which either (A) its annual pre-tax income exceeds $15,000,000 for the most recently ended fiscal year for which audited financial statements are available or (B) its total assets at the end of the most recently completed fiscal year for which audited financial statements are available are greater than $15,000,000; provided that (x) if the aggregate pre-tax income of all Foreign Subsidiaries and Foreign Subsidiary Holdcos that are not Material Foreign Subsidiaries (but excluding the Excluded Foreign Subsidiaries for purposes of this calculation) exceeds $30,000,000 for the most recently ended fiscal year for which audited financial statements are available or (y) the aggregate total assets of all Foreign Subsidiaries and Foreign Subsidiary Holdcos that are not Material Foreign Subsidiaries (but excluding the Excluded Foreign Subsidiaries for purposes of this calculation) at the end of the most recently completed fiscal year for which audited financial statements are available exceeds $50,000,000, then, in each case, the Parent Borrower shall within 10 Business Days of the receipt of such audited financial statements designate sufficient Foreign Subsidiaries and/or Foreign Subsidiary Holdcos, in each case, other than Excluded Foreign Subsidiaries, as “Material Foreign Subsidiaries” to eliminate such excess, and such designated Foreign Subsidiaries and/or Foreign Subsidiary Holdcos, as applicable, shall for all purposes of this Agreement constitute Material Foreign Subsidiaries until such time as such designation is no longer necessary for purposes of applying this proviso.

Examples of Material Foreign Subsidiary in a sentence

• The Borrower agrees that promptly following request by the Administrative Agent it shall cause each Material Foreign Subsidiary or for whose account a Letter of Credit is issued to appoint and maintain an agent reasonably satisfactory to the Administrative Agent to receive service of process in New York City on behalf of such Material Foreign Subsidiary.

• Each Material Domestic Subsidiary and each Material Foreign Subsidiary has no outstanding securities convertible into or exchangeable for its Equity Interests or outstanding any right to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character relating to, its Equity Interests or any stock appreciation or similar rights.

• All outstanding Equity Interests of each Material Domestic Subsidiary and each Material Foreign Subsidiary have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights.

• The Borrowers agree that promptly following request by the Administrative Agent it shall cause each Material Foreign Subsidiary or for whose account a Letter of Credit is issued to appoint and maintain an agent reasonably satisfactory to the Administrative Agent to receive service of process in New York City on behalf of such Material Foreign Subsidiary.

• There are no strikes, lockouts or slowdowns against any of the Credit Parties or any Material Foreign Subsidiary pending or, to the knowledge of the Borrowers, threatened, that could reasonably be expected to result in a Material Adverse Effect.

More Definitions of Material Foreign Subsidiary

Material Foreign Subsidiary means, at any date of determination, each of the Parent Borrower’s Foreign Subsidiaries (a) whose total assets at the last day of the most recent Test Period were equal to or greater than 2.5% of Total Assets at such date or (b) whose gross revenues for such Test Period were equal to or greater than 2.5% of the consolidated gross revenues of the Parent Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.

Material Foreign Subsidiary means any Foreign Subsidiary of the Borrower that is not an Immaterial Subsidiary.

Material Foreign Subsidiary means, at any date of determination, each of the Borrower’s Foreign Subsidiaries (a) whose total assets (when combined with the assets of such Subsidiary’s Subsidiaries after eliminating intercompany obligations) at the last day of the most recent Test Period were equal to or greater than 2.5% of Total Assets at such date or (b) whose gross revenues (when combined with the revenues of such Subsidiary’s Subsidiaries, after eliminating intercompany obligations) for such Test Period were equal to or greater than 2.5% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided that if, at any time and from time to time after the Closing Date, Foreign Subsidiaries not meeting the thresholds set forth in clauses (a) or (b) comprise in the aggregate more than 5.0% of Total Assets as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 4.1 or more than 5.0% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such Test Period, then the Borrower shall, not later than forty-five (45) days after the date by which financial statements for such quarter are required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion), (i) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries as “Material Foreign Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) comply with the provisions of the definition of “Collateral and Guarantee Requirement.”

Material Foreign Subsidiary means any Foreign Subsidiary that is a direct Subsidiary of the Borrower or any Guarantor (i) whose total assets (together with those of its consolidated subsidiaries) as of the most recent available quarterly or year-end financial statements exceed 5% of the Total Assets at such date and (ii) whose revenues (together with those of its consolidated subsidiaries) for the most recently ended four-quarter period for which financial statements are available exceed 5% of the consolidated revenues of the Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP.

Material Foreign Subsidiary means, at any date of determination, each of the Company’s Foreign Subsidiaries other than Holdings IV (a) whose total assets at the last day of the most recent test period were equal to or greater than 5% of the Total Assets of the Company and the Restricted Subsidiaries at such date or (b) whose gross revenues for such test period were equal to or greater than 5% of the consolidated gross revenues of the Company and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.

Material Foreign Subsidiary means, at any time, any Foreign Subsidiary of the U.S. Borrower the net book value of the assets of which equals or exceeds $10,000,000 at such time.

Material Foreign Subsidiary means, at any date of determination, each of the Borrower’s Foreign Subsidiaries (a) whose total assets at the last day of the most recent Test Period were equal to or greater than 2.5% of Total Assets at such date or (b) whose gross revenues for such Test Period were equal to or greater than 2.5% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.