Subsidiary Matters Sample Clauses

Subsidiary Matters. (a) No later than thirty (30) days after such time as (a) a Loan Party or any of its Subsidiaries forms or acquires any direct or indirect Subsidiary (other than an MSB Subsidiary), or if any Subsidiary ceases to qualify as an Excluded Subsidiary pursuant to clause (c) of the defined term “Excluded Subsidiary”, Borrower Representative shall notify Agent thereof, and shall provide such details as Agent may reasonably request, and at the request of Agent, shall cause such Subsidiary to (x) enter into a joinder to this Agreement to become a co-borrower hereunder, or enter into a Guaranty with respect to the Obligations, together with such collateral security documents and related filings, all in form and substance satisfactory to Agent and sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to all assets of such Subsidiary, (y) promptly, and in any event within five (5) days of the formation or acquisition or Agent’s request, provide certified copies of the Operating Documents for such Subsidiary and (z) provide to Agent all other documentation in form and substance satisfactory to Agent, including one or more opinions of counsel satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of such joinder, guaranty or security documents. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 shall be a Loan Document. Notwithstanding the foregoing, any Excluded Subsidiary shall not be required to become a Loan Party pursuant to the foregoing, subject to any conditions applicable thereto set forth in the defined term “Excluded Subsidiary”. (b) Not permit Subsidiaries which are not Loan Parties (including all MSB Subsidiaries), together, (i) to maintain cash and other assets having an aggregate value in excess of ten percent (10.0%) of consolidated assets of Borrower Representative, and its Subsidiaries, on a consolidated basis, and each such Subsidiary, individually, to maintain cash and other assets having an aggregate value in excess of five percent (5.0%) of consolidated assets of Borrower Representative, and its Subsidiaries, on a consolidated basis, in each case, tested as of the last day of each fiscal quarter, provided that, for purposes of the foregoing, (x) the assets of the Real Estate SPV and (y) with respect to MSB Subsidiaries, any customer held funds, funds held by FBO customers and any funds held in trust as required by banking partners shall...
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Subsidiary Matters. (a) The Ride Blocker has never owned any assets, and will own no assets, prior to the Green Reorganization other than its direct ownership of Equity Interests of the Ride Intermediate Partnership (through which the Ride Blocker holds an indirect ownership interest in the Green Entities), cash and tax attributes incidental to or arising out of its ownership of such interest. The Ride Intermediate Partnership has never owned any assets, and will own no assets, prior to the Green Reorganization other than its direct ownership of Equity Interests of the Ride Aggregator, cash and tax attributes incidental to or arising out of its ownership of such interest. The Ride Aggregator has never owned any assets, and will own no assets, prior to the Green Reorganization other than its direct ownership of Equity Interests of Green Energy, cash and tax attributes incidental to or arising out of its ownership of such interest. Upon consummation of the Green Reorganization and at all times thereafter up to the Closing, the Ride Blocker’s sole assets will be Equity Interests of Green Production, cash and tax attributes incidental to or arising out of its ownership of such interest and previous ownership of interests in the Ride Intermediate Partnership. (b) The Ride Blocker has never had any liabilities of any kind or character, and will have no liabilities of any kind or character, prior to the Green Reorganization other than (x) Incidental Entity Obligations, (y) liabilities arising out of its ownership of Equity Interests of the Ride Intermediate Partnership, and (z) liabilities owed to Affiliates of Ride that will be capitalized, settled or otherwise extinguished, and fully released, prior to or in the course of the Green Reorganization. The Ride Intermediate Partnership has never had any liabilities of any kind or character, and will have no liabilities of any kind or character, prior to the Green Reorganization other than (x) Incidental Entity Obligations, (y) liabilities arising out of its ownership of Equity Interests of the Ride Aggregator, and (z) liabilities owed to Affiliates of Ride that will be capitalized, settled or otherwise extinguished, and fully released, prior to or in the course of the Green Reorganization. The Ride Aggregator has never had any liabilities of any kind or character, and will have no liabilities of any kind or character, prior to the Green Reorganization other than (x) Incidental Entity Obligations, (y) liabilities arising out of its owne...
Subsidiary Matters. If any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time upon Lender’s request with respect to any Material Subsidiary: (a) promptly, and in any event within five days of such formation or acquisition, provide written notice to Lender together with certified copies of the Operating Documents for such Subsidiary, and (b) promptly, and in any event within 10 days of such formation or creation: take all such action as may be reasonably required by Lender to cause such new Subsidiary to (i) either, at the option of Lender in its discretion, (A) provide to Lender a joinder to this Agreement pursuant to which such Subsidiary becomes a Borrower or a Guarantor hereunder, or (B) guarantee the Obligations under the Loan Documents pursuant to a separate Guaranty and (ii) grant a security interest in and to the assets of such Subsidiary (substantially as described on Exhibit B), in each case together with such Account Control Agreements and other documents, instruments and agreements reasonably requested by Lender, all in form and substance satisfactory to Lender (including being sufficient to grant Lender a first priority Lien, subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary and to pledge all of the direct or beneficial Equity Interests in such new Subsidiary. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 shall be a Loan Document. Notwithstanding the foregoing, compliance with this Section 6.11 shall not be deemed a cure or waiver of any breach of Section 7.3.
Subsidiary Matters. (i) Ensure that no payment is made or required to be made by the Borrower or a Restricted Subsidiary to a creditor of an Unrestricted Subsidiary in respect of any Indebtedness or other Liability of such Unrestricted Subsidiary, and ensure that no action is taken by it, and that its affairs are not conducted in a manner, which is reasonably likely to result in the corporate existence of any Unrestricted Subsidiary that is a direct Subsidiary of the Borrower or any Restricted Subsidiary being ignored in a material respect, or in the assets or Liabilities of the Borrower or any Restricted Subsidiary being substantively consolidated with those of any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding. (ii) If an Unrestricted Subsidiary will file a consolidated tax return with the Borrower, deliver to the Administrative Agent, on or prior to the date on which such Unrestricted Subsidiary shall have been designated as an Unrestricted Subsidiary pursuant to the definition of "Restricted Subsidiary" herein, and maintain in full force and effect a tax sharing agreement, in form and substance reasonably satisfactory to the Administrative Agent and duly executed by such Unrestricted Subsidiary and the Borrower.
Subsidiary Matters. (a) To the extent permitted by applicable law and in the same manner as provided in the Voting Agreement (as defined in the Purchase Agreement), at the request of any Series A Director or Series B Director, the board of directors or board of managers, as applicable, of any direct or indirect subsidiary of the Company shall be comprised of the same members as those serving on the Board (to the extent such members of the Board are willing to serve on the board of directors or board of managers, as applicable, of such of subsidiary; if not, such board seats shall be vacant). (b) As a condition to the formation of any subsidiary or joint venture in which the Investors will directly own equity of such subsidiary or joint venture, such subsidiary or joint venture, as applicable, shall provide the Investors substantially the same rights, privileges and protections (provided that such Investors agree to be subject to substantially all the same obligations) as provided to the Investors pursuant to this Agreement.
Subsidiary Matters. 55 ARTICLE VII CONDITIONS........................................................................ 55 Section 7.1 Conditions to Each Party's Obligation to Effect the Merger........................ 55 Section 7.2 Conditions to Parent and Merger Sub's Obligation to Effect the Merger............. 56 Section 7.3 Conditions to the Company's Obligation to Effect the Merger....................... 57 Section 7.4 Frustration of Closing Conditions................................................. 58
Subsidiary Matters. To the extent that Novasite would not be deemed a "Subsidiary" of the Company after the date of this Agreement based on the definition of "Subsidiary" in Article I, the Company shall use its reasonable efforts to cause Novasite to comply with all of the obligations under this Article VI applicable to (or with respect to) a Subsidiary of the Company.
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Subsidiary Matters. The Company agrees that it shall obtain the approval of the Board of Directors of the Company (including the approval of at least one of the then serving directors nominated by the holders of the Shares) with respect to the approval of any corporate signatories authorized to sign or enter into any material agreements, material transactions, or material corporate undertakings, on behalf of any of the Company’s subsidiaries.
Subsidiary Matters. Company shall take such action as may be reasonably necessary to effect the transfer, as of the Closing Date, or as soon as reasonably practicable thereafter, in accordance with applicable law, of the shares of capital stock of Company’s French Subsidiary held by parties other than Company to such parties as Parent shall designate in writing to Company no later than five Business Days prior to the Closing Date.
Subsidiary Matters. To the extent that the Company or any Series proposes to accept any equity or debt investment into any Subsidiary in exchange for equity or debt interests in such Subsidiary, such investment shall be subject to the applicable provisions of this Agreement as if and to the extent such investment was proposed to be made directly into the Company or any Series, including without limitation Sections 3.15, 3.16 and 9.9 hereof, and no such investment shall be made without compliance with all such provisions.
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