Material Foreign Subsidiaries Clause Samples
The 'Material Foreign Subsidiaries' clause defines which foreign subsidiaries of a company are considered significant for the purposes of a contract or agreement. Typically, this clause sets specific criteria—such as revenue thresholds, asset values, or percentage of overall business activity—to determine which subsidiaries are 'material.' For example, only subsidiaries that contribute more than a certain percentage of the parent company's consolidated assets or income may be included. The core function of this clause is to focus contractual obligations, reporting, or covenants on the most impactful foreign subsidiaries, thereby streamlining compliance and reducing administrative burden for less significant entities.
Material Foreign Subsidiaries. Except as set forth on Schedule 3.24 hereto, as of the Effective Date, the Borrower has no Material Foreign Subsidiaries.
Material Foreign Subsidiaries. If, at any time after the Closing Date, any first-tier Foreign Subsidiary (other than a Foreign Subsidiary listed on Schedule 1.3) shall constitute a Material Foreign Subsidiary, the Company shall promptly notify the Agent thereof, which notice shall specify the date as of which such Foreign Subsidiary became a Material Foreign Subsidiary. Within 30 days after the date specified in such notice (or such longer period as may be agreed by the Agent in its sole discretion), the Company shall, and/or shall cause each Domestic Subsidiary to, if and to the extent that each of them holds any Equity Interest in such Material Foreign Subsidiary, execute and deliver to the Agent a new Foreign Law Pledge Agreement (as determined by the Agent in its reasonable discretion), together with such supporting documentation (including, without limitation, additional Collateral Documents, authorizing resolutions and/or opinions of counsel) as the Agent may reasonably request, in order to create a perfected, first priority security interest in the Equity Interests in such Material Foreign Subsidiary, provided that such pledges, individually or collectively, with respect to any Foreign Subsidiary shall not exceed the Applicable Pledge Percentage of the Voting Equity Interests in such Foreign Subsidiary. The Company or any particular Domestic Subsidiary shall not be required to execute and deliver a Foreign Law Pledge Agreement pursuant to this Section 6.21(b) if such entity directly holds 35% or less of the Voting Equity Interests in such Foreign Subsidiary and, as a result of the limitation set forth in the preceding sentence, the Company can comply with this Section 6.21(b) without the pledge of such Voting Equity Interests.
Material Foreign Subsidiaries. Within thirty (30) days after any Person becomes a Material Foreign Subsidiary, the Borrower shall, or shall cause its applicable Subsidiary to, pledge to the Pledgee 65% (or, to the extent that such pledge can be accomplished without an adverse tax or other financial consequence to the Borrower or any of its Subsidiaries in any material respect, 100%) of the Equity Interests of such Person to secure the Obligations and shall deliver such documents as the Pledgee may reasonably require in connection therewith; provided, that the Administrative Agent shall be authorized to release the foregoing pledge so long as (a) no Default or Event of Default shall then exist (and the Administrative Agent shall have received a certificate signed by an Authorized Officer of the Borrower certifying to such upon request) and (b) the Administrative Agent shall have received satisfactory evidence that the Liens securing the other Indebtedness secured thereby are also substantially contemporaneously released (or that arrangements for such release satisfactory to the Administrative Agent shall have been made). Following any such release of all Liens under the Pledge agreement, the Borrower shall have no further obligations under this Section 5.12.
Material Foreign Subsidiaries. If at any time the aggregate amount of assets or revenues of all Foreign Subsidiaries that are not Material Foreign Subsidiaries, determined as of the end of the most recent Fiscal Year for which financial statements have been delivered, exceed 15% of the Consolidated assets or revenues of the Parent Borrower and its Subsidiaries as of such date, the Parent Borrower shall designate additional Foreign Subsidiaries as Material Foreign Subsidiaries in order to satisfy such 15% limit and thereafter comply with the requirements of Section 7.14(b) with respect thereto.
Material Foreign Subsidiaries. Within thirty (30) days after any Person becomes a Material Foreign Subsidiary, the Borrower shall, or shall cause its applicable Subsidiary to, pledge to the Pledgee 65% (or, to the extent that such pledge can be accomplished without an adverse tax or other financial consequence to the Borrower or any of its Subsidiaries in any material respect, 100%) of the Equity Interests of such Person to secure the Obligations and shall deliver such documents as the Pledgee may reasonably require in connection therewith.
Material Foreign Subsidiaries. WITHIN SIXTY (60) DAYS OF THE DATE OF THIS AGREEMENT, DELIVER TO AGENT stock pledge agreements and such other documentation, including, without limitation, stock powers and other instruments of transfer and/or assignment as Agent may reasonably request, in form and substance reasonably satisfactory to Agent pursuant to which the Agent is granted a first priority lien on 65% of Borrower's equity interests in each of the Material Foreign Subsidiaries constituting valid and enforceable first priority perfected Liens, superior to and prior to the rights of all third Persons and subject to no other Liens, in favor of Agent (or such other trustee or sub-agent as may be required or desired under local law) for the ratable benefit of Agent and Lenders. In addition, Borrower will cause to be delivered to Agent legal opinions from local counsel authorized to practice law in the jurisdiction of organization of each Material Foreign Subsidiary and acceptable to Agent covering such matters as Agent may reasonably request in form, scope and substance reasonably satisfactory to Agent which shall (x) be addressed to Agent and each of Lenders, (y) cover various matters regarding the execution, delivery and performance of the such pledge agreements, as well as the perfection and priority of the pledges and such other matters incident thereto as Agent may reasonably request, and (z) be in form, scope and substance reasonably satisfactory to Agent. Agent shall also have received evidence that such pledge Agreements or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to create, maintain, effect, perfect, preserve, maintain and protect the pledges evidenced thereby and all taxes, fees and other charges payable in connection therewith shall be paid in full.
Material Foreign Subsidiaries. All Material Foreign Subsidiaries are listed on Exhibit F attached hereto. Borrower will promptly notify Bank upon the creation or acquisition of any new Material Foreign Subsidiary. All Accounts of Material Foreign Subsidiaries now are and will remain free and clear of any and all Liens, charges, security interests and encumbrances, except for Permitted Liens.
Material Foreign Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.
Material Foreign Subsidiaries. (a) Identify on Exhibit A hereto each Foreign Subsidiary of the Company any Equity Interest of which are held by the Company or any Domestic Subsidiary and that, on a consolidated basis with its Subsidiaries, (i) had assets as of the last day of the Fiscal Quarter that exceeded the amount set forth Item C.1 or (ii) was responsible for a portion of the Consolidated Operating Income of the Company and its Subsidiaries for the Fiscal Quarter in excess of the amount set forth in Item C.2 and (b) indicate on Exhibit A hereto whether any Equity Interests in any such Foreign Subsidiary have not been pledged to the Agent as and to the extent required pursuant to Section 6.21(b).
Material Foreign Subsidiaries. Within thirty (30) days after any Person becomes a Material Foreign Subsidiary, the Borrower shall, or shall cause its applicable Subsidiary to, pledge to the Administrative Agent 65% of the capital stock of such Person to secure the Obligations and shall deliver such documents as the Administrative Agent may reasonably require in connection therewith. Notwithstanding the foregoing, the Borrower shall cause RH Financial Corporation to, pledge to the Administrative Agent 65% of the capital stock of each of Waffle Holdings Ltd., a corporation organized under the laws of British Columbia, and Western Waffles Corp., a corporation organized under the laws of British Columbia, within sixty (60) days of the Closing Date.