Transfers to Wholly Owned Subsidiaries Sample Clauses

Transfers to Wholly Owned Subsidiaries. A Member may Transfer all (but not less than all) of its Company Interest to a wholly-owned Subsidiary (i) of the Parent of the Spectra Member (in the case of the Spectra Member), (ii) of the Parent of the Xxxxxxxx Member (in the case of the Xxxxxxxx Member), or (iii) of DCP Midstream, LLC (in the case of the DCP Member), and such wholly-owned Subsidiary shall be admitted as a substitute Member, all without the consent of the other Members, provided that (x) reasonable advance notice of such Transfer is provided to all of the other Members, including for purposes of effecting the provisions of Section 10.3(a), (y) such wholly-owned Subsidiary becomes a party to this Agreement by executing an assumption and adoption agreement in a form reasonably acceptable to all of the other Members, and (z) such Member remains fully liable for the fulfillment of its obligations hereunder. In the case of the DCP Member, the wholly-owned Subsidiary referenced to in clause (iii) above must be a disregarded entity for tax purposes.
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Transfers to Wholly Owned Subsidiaries. Notwithstanding anything in -------------------------------------- this Agreement to the contrary, (a) TSA may, from time to time, transfer all (but not less than all) of its XXX.xxx common stock to any Subsidiary of TSA, and (b) GSI may, from time to time, transfer all (but not less than all) of its XXX.xxx common stock to any Subsidiary of GSI (each of the foregoing transfers in this paragraph is hereinafter referred to as a "Permitted Transfer" and each Subsidiary referred to as a "Transferee"); provided, however, that (i) the Transferee shall continue to be a Subsidiary of TSA or GSI, as the case may be, (ii) the Transferee shall enter into a joinder agreement to be bound by all of the terms and conditions of this Agreement in the same manner as is applicable to its transferor hereunder, (iii) GSI or TSA, as the case may be, shall continue to be bound by all of the terms and conditions of this Agreement, (iv) the Party effecting a Permitted Transfer shall provide notice of such Transfer to the other Party within 10 Business Days following such Permitted Transfer, together with the written joinder from the Transferee and (v) if any Transferee subsequently ceases to be a Subsidiary of TSA or GSI, as the case may be, TSA or GSI, as the case may be, shall cause such common stock to be transferred back to TSA or GSI or to any other Subsidiary of TSA or GSI prior to the Transferee ceasing to be a Subsidiary of TSA or GSI.
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Transfers to Wholly Owned Subsidiaries. A Member may Transfer all or any part of its Company Interest to a wholly owned Subsidiary of the Parent of the COP Member (in the case of the COP Member) or of the Parent of the Duke Member (in the case of the Duke Member), and such wholly owned Subsidiary shall be admitted as a substitute Member, all without the consent of the other Member, provided that (i) reasonable advance notice of such Transfer is provided to the other Member, including for purposes of effecting the provisions of Section 10.3(a), (ii) such wholly owned Subsidiary becomes a party to this Agreement by executing an assumption and adoption agreement in a form reasonably acceptable to the other Member and (iii) such Member remains fully liable for the fulfillment of its obligations hereunder. Notwithstanding the foregoing, if any such Transfer would result in a termination of the Company pursuant to Section 708(b)(1)(B) of the Code, (i) a Member may Transfer only so much of its Company Interest to such wholly owned Subsidiary as will not cause such a termination, and (ii) provided that reasonable advance notice of such Transfer is provided to the other Member, including for purposes of effecting the provisions of Section 10.3(a), the remaining portion of its Company Interest may be transferred to such wholly owned Subsidiary as soon as practicable after the date that such a transfer will not cause such a termination.
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Transfers to Wholly Owned Subsidiaries. Notwithstanding anything to the contrary in this Article 11, the Cameron or Schlumberger subsidiaries that directly own the Venture Entities may, at any time, transfer all, or any portion of, their respective ownership interests in a Venture Entity to a subsidiary which, directly or indirectly, is wholly owned (other than directors’ qualifying shares or local ownership requirements, in each case, of no more than 5% of the total voting or equity interests) by Cameron or Schlumberger, as applicable; provided, however, that no transfer of an ownership interest in US Venture Entity to a wholly owned Affiliate of a Venture Owner shall be permitted without the consent of the other Venture Owner of US Venture Entity if such transfer would trigger the partnership termination provisions of Section 708(b) of the Code. In addition, it is agreed that the provisions of this Section 11.4 shall in no way hinder the transfers contemplated by Section 2.1.
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Transfers to Wholly Owned Subsidiaries. Notwithstanding anything to the contrary in this Article 11, the Schlumberger or Baker Hughes subsidiaries that directly own the Venture Entities may, at any time, transfer all, or any portion of, their respective ownership interests in a Venture Entity to a subsidiary which, directly or indirectly, is wholly owned (other than directors' qualifying shares or local ownership requirements, in each case, of no more than 5% of the total voting or equity interests) by Schlumberger or Baker Hughes, as applicable; provided, however, that (a) no transfer of an ownership interest in US Venture Entity to a wholly owned Affiliate of a Venture Owner shall be permitted without the consent of the other Venture Owner of the US Venture Entity if such transfer would trigger the partnership termination provisions of section 708(b) of the Code, and (b) any such transfer of an interest in any other Venture Entity is subject to the provisions of Section 7.10. In addition, it is agreed that the provisions of this Section 11.5 shall in no way hinder the transfers contemplated by Section 2.1.
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Transfers to Wholly Owned Subsidiaries. Notwithstanding the foregoing provisions, KO Sub shall have the unconditional right to assign and transfer all of its Interest to KO or any direct or indirect wholly owned subsidiary of KO, and CCBCC Sub shall have the unconditional right to assign and transfer all of its Interest to CCBCC or any direct or indirect wholly owned subsidiary of CCBCC. Any Partner which transfers any of its Interest pursuant to this Section 16.3 shall include, as part of the transfer agreement, provisions which require the transferee to accept and agree to be bound by the provisions of this Agreement as if it were a signatory hereof. In addition, upon any such transfer, the transferee shall covenant and agree for the benefit of each of the Partners to reconvey such Interest to its transferor in the event such transferee ceases to be a direct or indirect wholly owned subsidiary of KO or CCBCC, as the case may be. A transfer permitted by this Section 16.3 shall not be subject to the restrictions imposed by Sections 16.1 and 16.2 hereof.
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Transfers to Wholly Owned Subsidiaries. A Member may Transfer all or any part of its Company Interest to a wholly owned Subsidiary of the Parent of the COP Member (in the case of the COP Member) or of the Parent of the Duke Member (in the case of the Duke Member), and such wholly owned Subsidiary shall be admitted as a substitute Member, all without the consent of the other Member, provided that (i) reasonable advance notice of such Transfer is provided to the other Member, including for purposes of effecting the provisions of Section 10.3(a), (ii) such wholly owned Subsidiary becomes a party to this Agreement by executing an assumption and adoption agreement in a form reasonably acceptable to the other Member and (iii) such Member remains fully liable for the fulfillment of its obligations
Sample 1
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Related to Transfers to Wholly Owned Subsidiaries

  • 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.

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

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

  • Limitation on Designation of Unrestricted Subsidiaries (a) The Company may designate after the Issue Date any Subsidiary of the Company as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

  • Formation of Subsidiaries Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

  • Limitation on Designations of Unrestricted Subsidiaries (a) The Company may designate any Restricted Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

  • Designation of Unrestricted Subsidiaries The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

  • Formation or Acquisition of Subsidiaries Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.

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