Controlled Foreign Corporations. Immediately upon the amendment of the Internal Revenue Code to allow the pledge of greater than two-thirds of the voting power of capital stock in a Controlled Foreign Corporation without potential adverse Tax consequences and at the request of any Lender (which request shall be made through the Administrative Agent), each applicable Grantor shall promptly (i) pledge to the Administrative Agent a first priority continuing security interest in, and Lien upon, such greater portion of capital stock of each such Controlled Foreign Corporation, and (ii) execute and deliver to Administrative Agent all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as Administrative Agent may reasonably request in order to create, evidence, and perfect such security interest and Lien.
Controlled Foreign Corporations. Notwithstanding any term or provision of this Clause 24 or any other term in this Agreement or any Finance Document:
(a) no member of the Group that is a controlled foreign corporation for US federal income tax purposes (a “CFC”) will have any obligation or liability, directly or indirectly, as guarantor or otherwise under this Agreement or any Finance Document with respect to any obligation or liability arising under any Finance Document of a US Borrower (a “US Obligation”); and
(b) not more than sixty-five per cent. (65%) of the stock or other equity interests (measured by the total combined voting power of the issued and outstanding voting stock or other equity interests) of, and none of the assets or property of, a person that is a CFC will be required to be pledged directly or indirectly as Security for any US Obligations.
Controlled Foreign Corporations. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s right, title or interest in any of the outstanding voting capital stock or other ownership interests of a Controlled Foreign Corporation (as defined below) in excess of 66% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, such greater percentage of capital stock or other ownership interests of each Controlled Foreign Corporation. As used herein, “Controlled Foreign Corporation” shall mean a “controlled foreign corporation” as defined in the Code.
Controlled Foreign Corporations. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s right, title or interest in any of the outstanding capital stock or other ownership interests of a Controlled Foreign Corporation (as defined below) in excess of 65% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that (i) immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, such greater percentage of capital stock or other ownership interests of each Controlled Foreign Corporation; and (ii) if no adverse tax consequences to such Grantor shall arise or exist in connection with the pledge of any Controlled Foreign Corporation, as mutually determined by the Lender and such Grantor, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, such Controlled Foreign Corporation. As used herein, “Controlled Foreign Corporation” shall mean a “controlled foreign corporation” as defined in the Code.
Controlled Foreign Corporations. Immediately upon the amendment of the Internal Revenue Code to allow the pledge of greater than two-thirds of the voting power of capital stock in a Controlled Foreign Corporation without potential adverse Tax consequences, each applicable Grantor shall promptly (i) pledge to the Administrative Agent a first priority continuing security interest in, and Lien upon, such greater portion of capital stock of each such Controlled Foreign Corporation, and (ii) execute and deliver to Administrative Agent all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as Administrative Agent may reasonably request in order to create, evidence, and perfect such security interest and Lien.
Controlled Foreign Corporations. Notwithstanding any provision set forth in this Agreement or in any other Loan Document to the contrary, in no event shall (a) the assets of any Subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the obligations of the Borrower or (b) more than 65% of the voting stock of any first-tier Subsidiary of the Borrower be required to be pledged to secure the obligations of the Borrower where such first-tier subsidiary is a CFC.
Controlled Foreign Corporations. Notwithstanding anything herein to the contrary, in no event shall the Pledged Collateral include, and no Pledgor shall be deemed to
Controlled Foreign Corporations. As of the date hereof, neither the Company nor any of its Subsidiaries is a “controlled foreign corporation” as defined in Section 957 of the Code, other than Mandara Spa de Mexico, S. De X.X. de C.V. (Mexico).
Controlled Foreign Corporations no obligation of a US Obligor under this Agreement or any Transaction Document shall be guaranteed by, or otherwise supported directly or indirectly by the assets of, a Non-US Person unless such Non-US Person is not a “controlled foreign corporation” as defined in Section 957(a) of the Internal Revenue Code. For the avoidance of doubt, this sub-clause shall not limit any obligation of a United States Person under this Agreement or the Finance Documents to pledge as security (a) all of the stock of a controlled foreign corporation held directly by such United States Person not entitled to vote and (b) less than 66 2/3% of the total combined voting power of all classes of stock of a controlled foreign corporation held directly by such United States Person entitled to vote. Luxottica Group S.p.A. 00891030272 Luxottica S.r.l. 00064820251 Luxottica U.S. Holdings Corp. Not applicable
Controlled Foreign Corporations. To the extent permitted by applicable Law, the Parties shall enter into, and shall cause each of their relevant Subsidiaries that is described in Treasury Regulations Section 1.245A-5(e)(3)(i)(C)(2) to enter into, a binding agreement with each other pursuant to U.S. Treasury Regulations Section 1.245A-5(e)(3)(i)(C)(2) in a timely manner to enable Seller to, and Seller shall, make the election under Treasury Regulations Section 1.245A-5(e)(3)(i) to close the taxable year of any Vantive Group Entity as of the end of the day on the Closing Date, in each case for any such Vantive Group Entity which is a “controlled foreign corporation” (within the meaning of the Code) (such election, the “245A Election,” and such controlled foreign corporations, the “Sold CFCs”). Buyer and Seller shall cooperate (and cause their respective Subsidiaries, and in the case of Buyer, controlled Affiliates, to cooperate) with each other to take all actions necessary and appropriate (including entering into any agreements and filing such additional forms, returns, or other documents as may be required) to effect and preserve such election in accordance with the provisions of Treasury Regulation Sections 1.245A-5(e)(3)(i) (or any comparable provisions of state or local Tax Law). Buyer and Seller further agree to file (and cause their respective Subsidiaries, and in the case of Buyer, Affiliates, to file) all Tax Returns and any other filings in a manner consistent with such election.
