ASC Subsidiary definition

ASC Subsidiary means a Subsidiary of the Borrower that is primarily engaged in the business of being an ASC Facility.
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ASC Subsidiary means a Subsidiary of the Borrower primarily engaged in the business as an ambulatory surgery center or a laser vision correction center.
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ASC Subsidiary shall have the meaning specified in Section 8.5(d) hereof.
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Examples of ASC Subsidiary in a sentence

  • Except as set forth in Section 4.29 of the ASC Disclosure Letter, no person has any right to require the registration of any shares of ASC Common Stock or any other securities of ASC or any ASC Subsidiary.

  • Whenever this Agreement requires an ASC Subsidiary to take any action, that requirement shall be deemed to include an undertaking on the part of ASC to cause that ASC Subsidiary to take that action.

  • Neither ASC nor any ASC Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to ASC or any ASC Subsidiary or by which any property or asset of ASC or any ASC Subsidiary is or may be bound or affected or (ii) any ASC Permits, except for any such conflicts, defaults or violations that, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Material Adverse Effect on ASC.

  • Except as set forth in Section 4.27 of the ASC Disclosure Letter, there are no cash or non-cash payments that will become payable to any employee, officer or director of ASC or any ASC Subsidiary as a result of the Merger or the transactions contemplated by this Agreement.

  • The execution and delivery of this Agreement by each of ASC and Merger Sub and the consummation by each of ASC and Merger Sub of such transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of ASC, any ASC Subsidiary or Merger Sub are necessary to authorize this Agreement or to consummate such transactions, other than approval of the ASC Proposals by the Requisite ASC Vote.

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  • Except as otherwise provided for in this Agreement or as set forth in Section 4.27 of the ASC Disclosure Letter, there is no employment or severance contract or other agreement requiring payments, cancellation of indebtedness or other obligation to be made as a result of the consummation of any of the transactions contemplated by this Agreement, with respect to any employee, officer or director of ASC or any ASC Subsidiary.

  • Except as set forth in Section 4.17 of the ASC Disclosure Letter, neither ASC nor any ASC Subsidiary is a party to any Contract which purports to restrict or prohibit in any material respect ASC and the ASC Subsidiaries collectively from, directly or indirectly, engaging in any business currently engaged in by ASC, any ASC Subsidiary or any other persons affiliated with ASC.

  • Section 4.25(a) of the ASC Disclosure Letter sets forth a complete and accurate list of all leases ("ASC Leases") relating to real property to which ASC or any ASC Subsidiary is a party as a lessee and each amendment thereto that provide for annual payments in excess of $50,000 ("Leased Real Property").

  • No ASC Subsidiary is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any documents with the SEC or any national securities exchange or quotation service or comparable Governmental Entity.


More Definitions of ASC Subsidiary

ASC Subsidiary means a Subsidiary of the Borrower (other than -------------- Intermediate Parent or NovaMed) primarily engaged in the business as an ambulatory surgery center.
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Related to ASC 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.

  • 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.

  • 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:

  • 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.

  • 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.

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

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

  • Domestic Subsidiary means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

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

  • Consolidated Subsidiary means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.

  • Immaterial Domestic Subsidiary means any Domestic Subsidiary that is not a Material Domestic Subsidiary.

  • 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.

  • 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.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company.

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

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

  • Bank Subsidiary means the subsidiary or subsidiaries or the Bank which may from time to time be specified by the Bank to the Customer;

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Pledged Subsidiary means each Subsidiary in respect of which the Administrative Agent has been granted a security interest in or a pledge of (a) any of the Capital Securities of such Subsidiary or (b) any intercompany notes of such Subsidiary owing to the Borrower or another Subsidiary.

  • Regulated Subsidiary means any Subsidiary that is (a) a Broker-Dealer Subsidiary, (b) otherwise subject to regulation by any Governmental Authority and for which the incurrence of Indebtedness (including Guarantees) or the granting of Liens with respect to its assets would be prohibited or restricted or would result in a negative impact on any minimum capital or similar requirement imposed by such Governmental Authority and applicable to it or (c) subject to regulation by any Regulatory Supervising Organization.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

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

  • Parent Subsidiary means any Subsidiary of Parent.

  • 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”.

  • 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.

  • 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.