Non-U.S. Subsidiaries. Subject to the Agreed Security Principles, in the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Non-U.S. Subsidiary (other than an Excluded Subsidiary (other than an Excluded Subsidiary that the U.S. Borrower elects to designate as an EMEA Borrower Guarantor by providing written notice to the Administrative Agent of its intent to designate such Subsidiary as an EMEA Borrower Guarantor; provided that if the jurisdiction of organization of such Subsidiary is not the same as the jurisdiction of organization of any existing Subsidiary Guarantor, the Administrative Agent shall have consented to the designation of such Subsidiary as an EMEA Borrower Guarantor (which consent may be withheld in its reasonable discretion))) that is not already a party to a Non-U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent (i) a Non-U.S. Subsidiary Guaranty, duly executed by such Subsidiary, pursuant to which such Subsidiary becomes an EMEA Borrower Guarantor, (ii) resolutions of the Board of Directors or equivalent governing body of such Subsidiary (and, in addition, in respect of any company incorporated in Sweden (a “Swedish Party”) a board resolution of the direct parent company of the Swedish Party approving all the Loan Documents to be entered into by that Swedish Party), certified by the Secretary or an Assistant Secretary or other officer of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Non-U.S. Subsidiary Guaranty and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.
Non-U.S. Subsidiaries. Notwithstanding anything in subpart (a) above or elsewhere in this Agreement to the contrary, no U.S. Credit Party shall be required to (i) pledge (or cause to be pledged) more than 65% of the Equity Interests in any direct Subsidiary of a U.S. Credit Party that is a CFC or CFC Holdco, (ii) pledge (or cause to be pledged), or grant security (or cause security to be granted) in, any assets of a Subsidiary that is a CFC or a CFC Holdco, including Equity Interests in any Subsidiary that is a direct or indirect Subsidiary of a CFC or a CFC Holdco or any assets of a direct or indirect Subsidiary of a CFC or CFC Holdco or (iii) cause any CFC, CFC Holdco or any Subsidiary thereof to join in any U.S. Subsidiary Guaranty or to become a party to any U.S. Security Document, in each case of this clause (b) in respect of any U.S. Obligations.
Non-U.S. Subsidiaries. AB Nasdaq Vilnius (organized in Lithuania)
Non-U.S. Subsidiaries. Notwithstanding any provision of any Loan Document to the contrary (including any provision that would otherwise apply notwithstanding other provisions or that is the beneficiary of other overriding language), (i) no more than 65% of the voting interests in or of any Subsidiary incorporated under the Laws of a jurisdiction other than the United States (a “Non-U.S. Subsidiary”) shall be pledged or similarly hypothecated to guarantee or support any Obligation of the Borrower, (ii) no Non-U.S. Subsidiary shall guarantee or support any Obligation of the Borrower, and (iii) no security or similar interest shall be granted in the assets of any Non-U.S. Subsidiary, which security or similar interest guarantees or supports any Obligation of the Borrower. The parties agree that any pledge, guaranty or security or similar interest made or granted in contravention of this Section 2.23 shall be void ab initio.
Non-U.S. Subsidiaries. Neither the Company nor any of its Subsidiaries has ever owned any equity interest in a non-U.S. Person. (r) Partnerships. Neither the Company nor any of its Subsidiaries has ever been a party to any joint venture, partnership or other arrangement that could be treated as a partnership for Tax purposes and that does not file a partnership Income Tax Return.
Non-U.S. Subsidiaries. In the event that any Obligor shall form or acquire any new, first-tier foreign Subsidiary, such Obligor will, and will cause such new foreign Subsidiary to, within 30 days (or such longer period as the Administrative Agent, in its sole discretion, may designate) after such formation or acquisition, (i) take such action (including delivering applicable Security Certificates (as such term is defined in the Security Agreement)) as shall be necessary or, in the Majority Lenders’ discretion, advisable to create and perfect a valid and enforceable first-priority Lien in favor of the Administrative Agent on 66-2/3% of the equity interests of such new Subsidiary as collateral security for the Secured Obligations (provided that (A) so long as no Event of Default has occurred and is continuing, no foreign law-governed security and/or pledge agreements shall be required for such equity interests unless the total assets of such foreign Subsidiaries that are not so subject to such security and /or pledge agreements exceeds, individually or in the aggregate, $3,000,000 and (B) if an Event of Default has occurred and is continuing, then the Administrative Agent may require the Obligors to obtain such foreign-law governed security and/or pledge agreements for up to 66-2/3% of the equity interests of such foreign Subsidiaries as the Administrative Agent may designate) and (ii) deliver such proof of corporate (or similar) action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 5.01 on the Closing Date or as the Administrative Agent shall have requested.
Non-U.S. Subsidiaries. Notwithstanding any provision of any Loan Document to the contrary (including any provision that provides it is to apply notwithstanding contrary provisions), (i) no Subsidiary incorporated under the laws of a jurisdiction other than the United States (a "non-U.S. Subsidiary") shall make any payments for on behalf of any Loan Party that is a United States person (within the meaning of Internal Revenue Code Section 7701(a)(30)) (a "U.S. Loan Party"), (ii) no more than 65% of the equity interests in or of any non-U.S. Subsidiary shall be directly or indirectly pledged or similarly hypothecated to guarantee or support any Obligation of any U.S. Loan Party, (iii) no non-U.S. Subsidiary shall directly or indirectly guarantee or support any Obligation of any U.S. Loan Party, (iv) no security or similar interest shall be granted, directly or indirectly, in the assets of any non-U.S. Subsidiary, which security or similar interest guarantees or supports any Obligation of any U.S.
Non-U.S. Subsidiaries. Notwithstanding any provision of any Loan Document to the contrary (including any provision that would otherwise apply notwithstanding other provisions or that is the beneficiary of other overriding language), (i) no more than 65% of the voting interests in or of any Subsidiary incorporated under the Laws of a jurisdiction other than the United States (a "non-U.S. Subsidiary") shall be pledged or similarly hypothecated to Guarantee or support any Obligation of the U.S. Borrower, (ii) no non-U.S. Subsidiary shall Guarantee or support any Obligation of the U.S. Borrower, (iii) no security or similar interest shall be granted in the assets of any non-U.S. Subsidiary which security or similar interest Guarantees or supports any Obligation of the U.S. Borrower and (iv) nothing in this Agreement shall be construed as a Guarantee, security or support by the Euro Borrower of or for obligations of the U.S. Borrower or any of its Subsidiaries. The parties agree that any pledge, Guarantee or security or similar interest made or granted in contravention of this Section 10.09 shall be void ab initio.
Non-U.S. Subsidiaries. Notwithstanding anything in subpart (a) above or elsewhere in this Agreement to the contrary, no Credit Party shall be required to (i) pledge (or cause to be pledged) more than 65% of the Equity Interests designated as voting and 100% of the Equity Interests designated as non-voting in any CFC or CFC Holdco, (ii) pledge (or cause to be pledged) any assets of a Non-U.S. Subsidiary that is a CFC, including Equity Interests in any Subsidiary that is a direct or indirect Subsidiary of a CFC or any assets of a CFC Holdco or (iii) cause any CFC or CFC Holdco to join in any Guaranty Agreement or to become a party to any Security Document.
Non-U.S. Subsidiaries. The Agent Bank shall be satisfied that the Non-U.S. Subsidiaries have been fully dissolved on or before December 31, 1996.
