New York Subsidiary Sample Clauses

New York Subsidiary. (a) Prior to the Closing, the Seller shall, and shall cause Golden American to, use its commercially reasonable efforts to license a newly-created subsidiary ("New York Golden") as a stock life insurance company in the State of New York with the authority to sell life insurance and annuities. (b) Subject to Section 5.16, the Company and the Subsidiaries may take all necessary corporate actions, including, but not limited to, the making of capital contributions or the issuance of preferred stock, to ensure the appropriate capitalization of New York Golden.
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New York Subsidiary. Newco shall be a New York life insurance company subsidiary of Purchaser that is licensed by the New York Insurance Department to conduct life and annuity businesses in the State of New York and that is recognized as an accredited reinsurer in the State of Maine.
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New York Subsidiary. Seller shall have received from Purchaser evidence reasonably satisfactory to Seller that Newco is a New York life insurance company subsidiary of Purchaser that is licensed by the New York Insurance Department to conduct life and annuity businesses in the State of New York.
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New York Subsidiary. The Purchaser shall have the option, exercisable in its sole discretion at any time within five years after the date of Closing, to cause FOHP to transfer to the Purchaser or one of the Purchaser's affiliates all or a portion of the capital stock or assets of FOHP-NY, or to cause FOHP-NJ to merge with or into the Purchaser or one of the Purchaser's affiliates, all for no additional payment or consideration by the Purchaser or any of the Purchaser's affiliates. (b) Paragraph B. of Article V of the Certificate of Incorporation of the Company annexed as Exhibit E to the Amended Agreement is hereby amended and restated in its entirety as follows:
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New York Subsidiary. 6.4 Post-Closing Acquisition . . . . . . . . . . . . . . . . . . . . .
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New York Subsidiary. The parties hereto agree to work cooperatively and in good faith to pursue a mutually agreeable capitalization plan with respect to FOHP-NY. In the event that no such capitalization plan is developed and implemented prior to June 30, 1997, the Purchaser shall have the right to effect a transaction with respect to FOHP-NY, at the fair market value thereof, pursuant to which FOHP-NY would become a stand-alone company no longer affiliated as a subsidiary of FOHP so long as there is presented to those directors of the Company not affiliated with the Purchaser a valuation or appraiser report or fairness opinion, delivered by an independent, nationally recognized valuation firm, evidencing that such transaction is to be effected for fair market value consideration or otherwise opining as to the fairness, from a financial point of view, of such transaction to the Company.
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Related to New York Subsidiary

  • Subsidiary For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.

  • Wholly-Owned Subsidiaries Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10.

  • Material Subsidiary Prompt notice of any Person becoming a Material Subsidiary;

  • OFFICE OF THE COMPANY As long as any of the Warrants remain outstanding, the Company shall maintain an office or agency (which may be the principal executive offices of the Company) where the Warrants may be presented for exercise, registration of transfer, division or combination as provided in this Warrant.

  • Wholly Owned Subsidiary As to the Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by the Borrower.

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.

  • any Subsidiary of an Unrestricted Subsidiary The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Restricted Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 10.10; and

  • Additional Domestic Subsidiaries Notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary (including, without limitation, upon the formation of any Domestic Subsidiary that is a Divided LLC) and promptly thereafter (and in any event within thirty (30) days after such creation or acquisition or such later time as may be determined by the Administrative Agent in its sole discretion), other than with respect to an Excluded Subsidiary or an Excluded Securitization Subsidiary, cause such Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (if it has not already done so), to (i) become a Global Guarantor by delivering to the Administrative Agent a duly executed joinder agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Collateral Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Collateral Document, (iii) deliver to the Administrative Agent such documents and certificates referred to in Section 4.01 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificates representing the Pledged Equity or other certificates of such Person accompanied by undated irrevocable stock powers executed in blank, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

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