Canadian Subsidiaries Sample Clauses

Canadian Subsidiaries. Permit the Canadian Borrower to have any Subsidiary other than the US Borrower, BME IPCO and CGS Canada.

Canadian Subsidiaries. Borrower shall conduct no business operations in its 2 Canadian subsidiaries Vetinsurance Holding Company, ULC (Canada) and Vetinsurance Ltd. (Canada). Neither Vetinsurance Holding Company, ULC (Canada) nor Vetinsurance Ltd. (Canada) shall hold more than $50,000 in current assets.

Canadian Subsidiaries. Upon the amalgamation of any Canadian Restricted Subsidiary with any other Person as permitted in this Agreement, the Borrower shall cause to be delivered to the Administrative Agent within 30 days such documentation as may be reasonably required by the Administrative Agent including a confirmation and acknowledgement from the Loan Party which is the surviving entity and a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent.

Canadian Subsidiaries. Permit the Canadian Borrower to have any Subsidiary other than the US Borrower, BME IPCO and Newco, provided that in respect of Newco, (i) in its reasonable discretion, the Administrative Agent shall have approved the formation of such Person in writing at least two (2) Business Days but no more than seven (7) Business Days prior to the filing of any Organizational Documents with any Governmental Authority, (ii) substantially contemporaneously with the formation of Newco, the Borrowers shall have caused Newco to join as a Guarantor under this Agreement and the applicable Loan Documents and to grant security interests in and Liens on Newco’s assets, all as set forth in Section 10.1.9 of this Agreement but without regard to the forty-five (45) day period identified in such Section 10.1.9 and (iii) substantially contemporaneously with the opening of any Deposit Account (other than any Exempt Deposit Account) by Newco, the Borrowers shall have caused Newco and the relevant Deposit Account Bank to enter into a Deposit Account Control Agreement as set forth in Section 7.4.2 of this Agreement.”

Canadian Subsidiaries. If any provision of this Agreement or of any of the other Credit Documents would obligate any Canadian Subsidiary to make any payment of interest or other amount payable to any Agent or any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under Section 2.7, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if an Agent or Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), such Canadian Subsidiary shall be entitled, by notice in writing to such Agent or such Lender, to obtain reimbursement from such Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or such Lender such Canadian Subsidiary. Any amount or rate of interest referred to in this Section 10.18 shall be determined in accordance with GAAP as an effective annual rate of interest over the term that the 108 applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Term Loan Maturity Date and, in the event of a dispute, a certificate of a actuary appointed by Administrative Agent shall be conclusive for the purposes of such determination.

Canadian Subsidiaries. Notwithstanding anything in the Loan Documents to the contrary, the Borrower and its Restricted Subsidiaries shall not make any additional Investment in, nor transfer any cash or other assets to, EERG Energy ULC or AEE Canada Inc., and such Subsidiaries shall remain dormant pending their dissolution pursuant to Section 5.18(a).

Canadian Subsidiaries. As of the Closing Date, except for LEP Canada, none of the Canadian Subsidiaries owns any Property or carries on any business activity.

Canadian Subsidiaries. (a) Schedule D4(a) in the Corporation Disclosure Letter sets forth a list which is complete and accurate in all material respects, as of the date of this Agreement, of all Persons in which Corporation owns or controls, directly or indirectly, any material equity or proprietary interest indicating (A) the name and jurisdiction of incorporation, organization or formation of such Person, and (B) the percentage owned directly or indirectly by the Corporation. Except as disclosed in Schedule D4(a) of the Corporation Disclosure Letter, the Corporation does not own, beneficially or of record, any material equity interests of any kind in any other Person. (b) Each Canadian Subsidiary is a corporation, partnership, trust or limited partnership, as the case may be, duly incorporated, organized or formed, as the case may be, and validly existing under the Laws of the jurisdiction of its incorporation, organization or formation, as the case may be, and has all requisite corporate, trust or partnership power and authority, as the case may be, to own and operate its assets and conduct its business as now owned and conducted. Each Canadian Subsidiary is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which the character of its properties, whether owned, leased, licensed or otherwise held, or the nature of its activities makes such registration necessary, and has all Authorizations required to own, lease and operate its properties and assets and to carry on its business as now conducted, except where the failure to be so qualified, licensed, registered or in good standing would not be reasonably expected to have, individually or in the aggregate, a Canadian Material Adverse Effect. (c) The Corporation is, directly or indirectly, the registered and beneficial owner of all of the outstanding shares of capital stock or other equity interests of each of the Canadian Subsidiaries indicated in the Corporation Disclosure Letter, in each case free and clear of any Liens (other than Permitted Liens). All such shares of capital stock or other equity interests so owned by the Corporation have been validly issued and are fully paid and non-assessable, as the case may be. (d) All outstanding securities of the Canadian Subsidiaries have been issued in material compliance with all applicable Laws. (e) Except as disclosed in Schedule D4(e) of the Corporation Disclosure Letter, there are no bonds, debentures or other evidences of...

Canadian Subsidiaries. Borrower shall not conduct business operations in the following Canadian Subsidiaries: Trupanion Alberta Holding Company, ULC and Trupanion Canadian Shareholders, Ltd. None of the foregoing Canadian Subsidiaries shall hold more than Fifty Thousand Dollars ($50,000) in current assets.

Canadian Subsidiaries. Where Canadian Subsidiaries which are not Canadian Guarantors (the "Non-Guarantor Canadian Subsidiaries") shall at any time (the "Canadian Threshold Requirement"): (i) in any instance for any such Non-Guarantor Canadian Subsidiary, constitute more than five percent (5%) of consolidated assets for the Consolidated Group as of the end of the immediately preceding fiscal quarter or generate more than five percent (5%) of consolidated revenues for the Consolidated Group for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter, or (ii) in the aggregate for all such Non-Guarantor Canadian Subsidiaries, constitute more than ten percent (10%) of consolidated assets for the Consolidated Group as of the end of the immediately preceding fiscal quarter or generate more than ten percent (10%) of consolidated revenues for the Consolidated Group for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter, Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) of each direct Canadian Subsidiary of a Domestic Credit Party to secure the obligations of the Domestic Guarantors under the Credit Documents, (II) 34% (or the percentage not pledged pursuant to the foregoing clause (I), if less) of the of the issued and outstanding capital stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) of each direct Canadian Subsidiary of a Domestic Credit Party to secure the obligations of the Canadian Guarantors under the Credit Documents, and (III) 100% of the of the issued and outstanding capital stock of each Foreign Subsidiary (including Canadian Subsidiaries) directly or indirectly owned by each such Canadian Subsidiary to secure the obligations of the Canadian Guarantors under the Credit Documents, in each case together with undated stock transfer powers executed in blank and other ancillary documents reasonably requested by the Collateral Agent.