Intermediate Holding Company Sample Clauses
An Intermediate Holding Company clause defines the role and requirements of a company that sits between a parent company and its subsidiaries within a corporate structure. This clause typically outlines the obligations of the intermediate holding company, such as maintaining ownership of certain assets, complying with regulatory requirements, or serving as a conduit for financial or operational control. By specifying the responsibilities and limitations of the intermediate holding company, the clause ensures proper governance and risk management within complex corporate groups, helping to clarify accountability and streamline oversight.
Intermediate Holding Company. If requested by Lenders Steering Committee and to the extent not prohibited by the definitive documentation governing existing Indebtedness of Company as in effect on the date of this Agreement without giving effect to subsequent amendments or other modifications, Company will use commercially reasonable efforts to form a bankruptcy remote intermediate holding company reasonably satisfactory to Lenders Steering Committee (each an “Intermediate Holding Company”).
Intermediate Holding Company. As of the Effective Date, Intermediate Holding Company (a) is a corporation duly incorporated and validly existing under the laws of the Province of Ontario and has all necessary corporate power and authority to own its property and carry on its business, (b) carries on no business (other than in respect of the Status Quo Agreement), and (c) has no assets, Indebtedness or other liabilities. As of the Effective Date, all of the issued and outstanding capital of Intermediate Holding Company will be beneficially owned by the Company.
Intermediate Holding Company. The Company shall do or cause to be done all things necessary to ensure that each of Gerdau Holdco 2 and Intermediate Holding Company remains a company duly created and validly subsisting under the laws of its jurisdiction of formation and maintains all necessary company power and authority to own its property and carry on its business as owned and carried on by it on the Amendment No. 1 Effective Date, except as may otherwise be permitted pursuant to paragraph 6HH."
Intermediate Holding Company. The Company shall not:
Intermediate Holding Company. Not permit the Intermediate Holding Company to (i) conduct any business, except for the acquisition and holding of all the issued Capital Stock in the Gerdau Canada Subgroup Holding Company, (ii) incur any contractual obligations except those under the Loan Documents (including the Status Quo Agreement) and the Intermediate Holding Company Transfer Agreement (as defined in the Status Quo Agreement), (iii) receive any money or other property, except for the issued Capital Stock in the Gerdau Canada Subgroup Holding Company, (iv) make any distributions on any of its Capital Stock or redeem or purchase any of its Capital Stock, (v) issue any Capital Stock, except to Co-Steel in exchange for the entire issued Capital Stock in the Gerdau Canada Subgroup Holding Company pursuant to the Intermediate Holding Company Transfer (as defined in the Status Quo Agreement) or (vi) dissolve, be liquidated or wind up.
Intermediate Holding Company. In the event the Holding Company shall at any time wish to cause the Borrower to become an indirectly Wholly Owned Subsidiary of the Holding Company, the Holding Company shall promptly notify the Administrative Agent thereof and, as conditions precedent thereto, shall cause the Subsidiary of the Holding Company that shall become the direct owner of 100% of the Capital Stock of the Borrower (an “Intermediate Holding Company”)
(i) to become (x) a “Guarantor” hereunder pursuant to a written agreement in form and substance satisfactory to the Administrative Agent and (y) the pledgor of the Capital Stock of the Borrower under the Security Agreement pursuant to an amendment thereto in form and substance satisfactory to the Administrative Agent, (ii) to deliver to the Administrative Agent such proof of corporate action, incumbency of officers, opinions of counsel and other documents with respect to such Intermediate Holding Company as is consistent with those delivered by each Obligor pursuant to Section 5.01 on the Third Restatement Effective Date or as the Administrative Agent shall have requested and (iii) to take such other action as the Administrative Agent shall have requested to perfect the security interest created in such Capital Stock pursuant to such amendment. Without limiting the foregoing, in the event that at any time the Borrower shall become a directly Wholly Owned Subsidiary of an Intermediate Holding Company in accordance with the immediately preceding sentence, the Holding Company shall at all times remain a Guarantor hereunder and, at such time, shall pledge the Capital Stock of such Intermediate Holding Company under the Security Agreement pursuant to an amendment thereto in form and substance satisfactory to the Administrative Agent. Notwithstanding anything herein or in the other Loan Documents to the contrary, the Lenders hereby authorize the Administrative Agent to enter into each such agreement and amendment contemplated by this paragraph without any further authorization or action by the Lenders in order to effect the foregoing.