Stock of Foreign Subsidiaries Sample Clauses

Stock of Foreign Subsidiaries. (i) Within sixty (60) days of the Closing Date, pledge to the Control Agent for the benefit of the Collateral Agent (on behalf of the Lenders) 65% of the issued and outstanding Equity Interests of Facet Technologies Limited, together with stock certificates and undated stock powers executed in blank and opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interest of the Control Agent therein, all in form and substance reasonably satisfactory to the Control Agent. (ii) Within ninety (90) days of the Closing Date, either (A) Dispose of the German Subsidiary and apply the Net Cash Proceeds received from such Disposition in accordance with the terms of Section 2.05(b)(ii) or (B) pledge to the Control Agent for the benefit of the Collateral Agent (on behalf of the Lenders) 65% of the issued and outstanding Equity Interests of the German Subsidiary, together with stock certificates and undated stock powers executed in blank and opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interest of the Control Agent therein, all in form and substance reasonably satisfactory to the Control Agent.
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Stock of Foreign Subsidiaries. Borrowers shall maintain at all times a first and prior Lien on not less than 66% of the outstanding voting stock of their foreign Subsidiaries, including, but not limited to, Addison. Borrowers agree from time to time to pledge such additional voting securities as may be necessary to maintain such 66% level.
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Stock of Foreign Subsidiaries. Borrower shall maintain at all times a first and prior lien on not less than 66% of the outstanding voting stock of its foreign Subsidiaries, including, but not limited to, Addison. Borrower agrees from time to time to pledge such additional voting securities as may be necessary to maintain such 66% level.
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Stock of Foreign Subsidiaries. Convey, sell or transfer any of the stock now or hereafter owned by the Company or any Subsidiary in any of the Company's foreign direct and indirect subsidiaries, except for Director qualifying shares as required under the laws of any foreign jurisdiction.
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Stock of Foreign Subsidiaries. Within ninety (90) days of the Closing Date, the Loan Parties shall pledge to the Administrative Agent the Capital Stock of each First-Tier Foreign Subsidiary (other than Immaterial Foreign Subsidiaries) existing on the Closing Date required to be pledged to the Administrative Agent pursuant to Section 7.14, together with stock certificates and undated stock powers executed in blank (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person). In the event that foreign laws affecting the pledge of the Capital Stock of a Foreign Subsidiary prohibit the delivery of such certificates or powers for such Foreign Subsidiary, the applicable Loan Party shall take such other action as reasonably necessary to cause the Administrative Agent to have a perfected, first priority security interest in such Capital Stock.
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Stock of Foreign Subsidiaries. Notwithstanding the foregoing, the Collateral shall not include any Equity Interests issued by a Person if such Person is a controlled foreign corporation (as such term is defined in Section 957(a) of the Internal Revenue Code of 1986, as amended) to the extent that creation of a security interest by a Grantor in such Equity Interests could reasonably be expected to result in material adverse tax consequences to such Grantor or the Borrower, it being acknowledged and agreed that the creation of a security interest in Equity Interests possessing more than 65% of the voting power of all classes of Equity Interests of such Person entitled to vote would result in such material adverse tax consequences.
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Stock of Foreign Subsidiaries. In connection with, and after giving effect to, the Foreign Subsidiary Reorganization, Borrowers shall cause (a) the Stock of BIH CV to be directly owned by one or more Credit Parties, (b) the Stock of the Foreign Stock Holding Company to be directly owned by BIH CV and (c) except as set forth on Disclosure Schedule (5.15) and except as the result of any sale, transfer, conveyance, assignment or other disposition of the Stock of any Foreign Operating Subsidiary (other than to any other Foreign Operating Subsidiary) occurring after the effectiveness of the Foreign Subsidiary Reorganization, or the acquisition of any Foreign Operating Subsidiary by a Credit Party, in each case that would otherwise be permitted hereunder, the Stock of each Foreign Operating Subsidiary to be directly owned by the Foreign Stock Holding Company. For the avoidance of doubt, except as otherwise set forth on Disclosure Schedule (5.15), the Stock of each Foreign Operating Subsidiary shall be directly owned by a Credit Party or the Foreign Stock Holding Company.” (d) Section 6.1(a) of the Credit Agreement is hereby amended and modified by deleting such section in its entirety and inserting the following in lieu thereof: (a) form any Subsidiary after the Closing Date; provided, however, that Credit Parties and their Subsidiaries may form new Subsidiaries after the Closing Date so long as (i) no Default or Event of Default has occurred and is continuing, (ii) each Foreign Subsidiary so formed (other than (A) the Foreign Stock Holding Company and (B) any directly owned “shell” Subsidiary of the Foreign Stock Holding Company that is formed solely for the purpose of consummating an acquisition by the Foreign Stock Holding Company that is permitted by Section 6.1(b)) is at least 80% owned by a Credit Party, (iii) each United States domestic Subsidiary so formed is wholly owned by a Credit Party and (iv) contemporaneously with the formation of any such new Subsidiary, Credit Parties and each new Subsidiary, as applicable, comply with the provisions of Section 5.13; or” (e) Section 6.1(b) of the Credit Agreement is hereby amended and modified by deleting such section in its entirety and inserting the following in lieu thereof:
Sample 1
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Stock of Foreign Subsidiaries. Within sixty (60) days of the Closing Date, pledge to the Administrative Agent the Capital Stock of each Foreign Subsidiary existing on the Closing Date required to be pledged to the Administrative Agent pursuant to Section 7.14, together with stock certificates and undated stock powers executed in blank (unless the pledge of any such Capital Stock is not perfected by such deliveries under the law of the jurisdiction of formation of such Person or is prohibited by law). In the event that foreign laws affecting the pledge of the Capital Stock of a Foreign Subsidiary prohibit the delivery of such certificates or powers for such Foreign Subsidiary, the applicable Loan Party shall take such other action as necessary to cause the Administrative Agent to have a perfected, first priority security interest in such Capital Stock. Notwithstanding the foregoing, the parties hereto agree that if Swenam Holdings BV (“BV”) is merged into or contributed to a newly formed First Tier Foreign Subsidiary (“CV”) within sixty (60) days of the Closing Date, the Borrower shall not be required to pledge the Capital Stock of BV as required by Section 7.14 within 60 days of the Closing Date, but the Borrower shall be required, within sixty (60) days of the Closing Date, to pledge to the Administrative Agent the Capital Stock of CV required to be pledged to the Administrative Agent pursuant to Section 7.14, Table of Contents pursuant to a pledge agreement and other documents reasonably satisfactory to the Administrative Agent.
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Related to Stock of Foreign Subsidiaries

  • Foreign Subsidiaries Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligations.

  • Subsidiaries; Equity Interests As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

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

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. (b) Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Domestic Subsidiaries Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"): (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%) of consolidated revenues for the Consolidated Group, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower shall (i) promptly notify the Administrative Agent thereof, and promptly cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (ii) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock of all Domestic Subsidiaries (whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign Subsidiaries, together with undated stock transfer powers executed in blank.

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

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