ESTABLISHMENT OF SUBSIDIARIES Sample Clauses

ESTABLISHMENT OF SUBSIDIARIES. The Investment Manager may, if in its discretion it determines that it is in the best interest of the Company to do so, establish one or more sub-accounts or arrange for the establishment of or acquisition of one or more business entities, which will be wholly-owned by the Company and whose assets will be managed by the Investment Manager, through which the Company may invest its assets in any jurisdiction.
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ESTABLISHMENT OF SUBSIDIARIES. 41 SECTION 4.14 ISSUANCE OF SUBSIDIARY CAPITAL STOCK...........................................42 SECTION 4.15 OFFER TO REPURCHASE UPON CHANGE OF CONTROL.....................................42
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ESTABLISHMENT OF SUBSIDIARIES. If any new License Holding Subsidiary is established or acquired, or the Company designates a Subsidiary as a "License Holding Subsidiary" (in accordance the definition of the term License Holding Subsidiary), or ownership of one or more of the FCC licenses described in the definition of License Holding Subsidiary is transferred from a License Holding Subsidiary to any Subsidiary which is not then a party to a License Holding Subsidiary Pledge Agreement, the Company shall, as a condition precedent to such establishment, acquisition, designation or transfer, execute and deliver to the Collateral Agent (or cause any Subsidiary of the Company that holds of record all or part of the Capital Stock of any such new License Holding Subsidiary or Subsidiary to execute and deliver) a License Holding Subsidiary Pledge Agreement and to deliver and pledge to the Collateral Agent pursuant to such License Holding Subsidiary Pledge Agreement all such License Holding Subsidiary Shares, in the form required by the License Holding Subsidiary Pledge Agreement, and free of all Liens other than the Lien of such License Holding Subsidiary Pledge Agreement. For purposes of this Section 4.13, if the License Holding Subsidiary Shares being pledged are the Capital Stock of a Subsidiary organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia, the License Holding Subsidiary Pledge Agreement with respect thereto shall be substantially in the form of Exhibit ___ hereto, with such changes therein (which shall be satisfactory to the Collateral Agent), as are required by the law of the jurisdiction in which such License Holding Subsidiary is organized in order to grant a security interest in such Capital Stock comparable to that provided for in Exhibit ___ hereto, as evidenced by an Opinion of Counsel (which shall also address the validity of such agreement and the creation, perfection and enforceability of such security interest).
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ESTABLISHMENT OF SUBSIDIARIES. To the extent not otherwise expressly approved as part of an approved annual business plan, the establishment of any Subsidiaries and the terms, provisions and conditions of its governing agreements and any amendments or modifications thereof and the designation of any persons to serve on its board of directors or other governing body;
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ESTABLISHMENT OF SUBSIDIARIES. As soon as practicable after the Closing, the HK Company shall, and the Company shall procure the HK Company to, establish a wholly owned Subsidiary in mainland China unless otherwise approved by the Board (including the affirmative vote of at least one (1) Overland Director (if any) and one (1) ADCT Director (if any)).
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ESTABLISHMENT OF SUBSIDIARIES. If any new License Holding Subsidiary is established or acquired, or the Company designates a Subsidiary as a "License Holding Subsidiary" (in accordance the definition of the term License Holding Subsidiary), or ownership of one or more of the FCC licenses described in the definition of License Holding Subsidiary is transferred from a License Holding Subsidiary to any Subsidiary which is not then a party to a License Holding Subsidiary Pledge Agreement, the Company shall, as a condition precedent to such establishment, acquisition, designation or transfer, execute and deliver to the Collateral Agent (or cause any Subsidiary of the Company that holds of record all or part of the Capital Stock of any such new License Holding Subsidiary or Subsidiary to execute and deliver) a License Holding Subsidiary Pledge Agreement and to deliver and pledge to the Collateral Agent pursuant to such License Holding Subsidiary Pledge Agreement all such License Holding Subsidiary Shares, in the form required by the License Holding Subsidiary Pledge Agreement, and free of all Liens other than the Lien of such License
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ESTABLISHMENT OF SUBSIDIARIES. Neither Borrower nor its Subsidiaries, as applicable, will establish or acquire any new subsidiaries without Bank's prior written consent thereto, which consent shall not be unreasonably withheld or denied. Upon the establishment of any such new Subsidiary, Borrower will obtain:
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Related to ESTABLISHMENT OF SUBSIDIARIES

  • Designation of Subsidiaries The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

  • Creation of Subsidiaries The Borrower will not, nor will it permit any of its Subsidiaries to, create any Subsidiary except for the creation of a Wholly Owned Subsidiary of the Borrower or a Specified Affiliate provided that (i) such Subsidiary or Specified Affiliate is organized under the laws of a jurisdiction within the United States of America and (ii) no Default or Event of Default exists immediately prior to or after the creation of such Subsidiary or Specified Affiliate.

  • Formation of Subsidiaries Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

  • Designation of Subsidiaries as Account Parties Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, Section 2.3(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided that, notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s Reimbursement Obligations hereunder with respect to such Letter of Credit.

  • Maintenance of Subsidiaries The Borrower shall not assign, sell or transfer, nor shall it permit any Material Subsidiary to issue, assign, sell or transfer, any shares of capital stock or other equity interests of a Material Subsidiary; provided, however, that the foregoing shall not operate to prevent (a) Liens on the capital stock or other equity interests of Material Subsidiaries granted to the Administrative Agent, (b) the issuance, sale and transfer to any person of any shares of capital stock of a Material Subsidiary solely for the purpose of qualifying, and to the extent legally necessary to qualify, such person as a director of such Subsidiary, and (c) any transaction permitted by Section 8.9(b) above.

  • Certain Subsidiaries Unless pursuant to Indebtedness which is authorized pursuant to this Agreement, the Borrower will not, and the Subsidiaries of the Borrower will not, permit any creditor of a Project Finance Subsidiary to have recourse to the Borrower or any Subsidiary of the Borrower (other than such Project Finance Subsidiary) or any of their assets (other than (i) the stock or similar equity interest of the applicable Subsidiary or any Subsidiary which is an entity whose sole purpose and extent of business activities is to own the stock or similar equity interest of a Project Finance Subsidiary and (ii) with respect to a Permitted Derivative Obligation) other than recourse under Long-Term Guaranties.

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • Establishment of Collateral Accounts The Custodian hereby confirms and agrees that:

  • Creation/Acquisition of Subsidiaries In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

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