AMP Subsidiary definition

AMP Subsidiary means the wholly-owned subsidiary of AMP formed prior to Closing identified in Section 2.1.
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Examples of AMP Subsidiary in a sentence

  • There is a maximum of 5,119,815 Common Shares reserved for issuance under this Plan.

  • No facts or circumstances exist that would result in the imposition of liability against AMP or AMP Subsidiary by the Pension Benefit Guaranty Corporation as a result of any act or omission by the Company or any member of a Controlled Group.

  • No stockholder of AMP Subsidiary has granted options or other rights to purchase any shares of AMP Subsidiary Common Stock from such stockholder.

  • This Agreement and each other agreement contemplated hereby to be executed by AMP and AMP Subsidiary have been or will be, as the case may be, as of the Closing Date duly executed and delivered by AMP and AMP Subsidiary and constitute or will constitute, as the case may be, legal, valid and binding obligations of AMP and AMP Subsidiary.

  • Prior to the Closing, neither AMP nor AMP Subsidiary will have had any operations, other than in connection with its formation and capitalization and the transactions contemplated by this Agreement and the Other Agreements.

  • AMP Subsidiary has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay a dividend or make any distribution in respect thereof.

  • The execution, delivery and performance by AMP and AMP Subsidiary of this Agreement and the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by AMP and AMP Subsidiary.

  • To their actual knowledge, neither AMP nor AMP Subsidiary has incurred any obligation for any finder's, broker's, agent's or similar fee in connection with the transactions contemplated hereby.

  • AMP will use its best efforts to obtain all licenses, permits, approvals or other authorizations required under any law, statute, rule, regulation or ordinance, or otherwise necessary or desirable, to consummate the transactions or provide the services contemplated by the Management Agreement and to conduct the intended businesses of AMP and AMP Subsidiary.

  • There exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of AMP Subsidiary, and no option, warrant, call, conversion right or commitment of any kind will exist that obligates AMP Subsidiary to issue any of its authorized but unissued capital stock.

Related to AMP Subsidiary

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Subsidiary means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Inactive Subsidiary means any Subsidiary of a Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $1,000,000 and (c) does not have any Indebtedness outstanding.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, constructing or acquiring power generation facilities or related or ancillary assets or properties and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.

  • Major Subsidiary means a subsidiary of an issuer if

  • subsidiary entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Current Subsidiary means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

  • Acquisition Subsidiary shall have the meaning set forth in the Preamble.

  • Material Subsidiary means any Subsidiary other than an Immaterial Subsidiary.

  • Joint Venture Subsidiary means a Subsidiary of the Company or any of its Subsidiaries that has no assets and conducts no operations other than its ownership of Equity Interests of a Joint Venture.

  • Majority-Owned Subsidiary means a Consolidated Subsidiary that is not wholly-owned (directly or indirectly) by the Company.

  • Wholly Owned Restricted Subsidiary of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary of such Person.

  • SBIC Subsidiary means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that is (x) either (i) a “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • License Subsidiary means a direct or indirect wholly-owned Restricted Subsidiary of the Parent Borrower substantially all of the assets of which consist of Broadcast Licenses and related rights.

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.