Belgian Subsidiaries definition

Belgian Subsidiaries means each of MaSTherCell SA and Cell Therapy Holding SA, each of which is a Subsidiary of the Company.
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Belgian Subsidiaries. Annual Accounts" means the audited annual accounts for the financial year ending December 31, 2018 for MaSTherCell SA and December 31, 2017 for Cell Therapy Holding SA.
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Belgian Subsidiaries. Interim Accounts” means the unaudited interim accounts as of December 31, 2019 for MaSTherCell SA and December 31, 2018 for Cell Therapy Holding SA.
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Examples of Belgian Subsidiaries in a sentence

  • The functional currency of the Belgian Subsidiaries is the Euro (“€” or “Euro”).

  • The financial statements of the Belgian Subsidiaries and CureCell are included in the consolidated financial statements, translated into U.S. dollars.

  • The functional currency of the Belgian Subsidiaries is the Euro ("€" or "Euro").

  • The Related Party Directors have entered into a framework services agreement (as amended, amended and restated and supplemented from time to time) with the Company, LCP Belgium and the Belgian Subsidiaries pursuant to which the Related Party Directors have each agreed to act as directors and day-to-day managers of the Belgian Subsidiaries.

  • PMSI has delivered to the Acquiror complete and correct copies of the certificates of incorporation and by-laws (or other organizational documents) of each of PMSI, PMSI Holdings, Source Holdings, each of the Transferred Subsidiaries (as hereinafter defined) and each of the Belgian Subsidiaries, in each case as amended to the date of this Agreement.

  • Upon transfer of the Capital Stock of the Belgian Subsidiaries as provided in Section 1.3 (the "Belgian Transfer"), assuming the Acquiror has the requisite power and authority to be the lawful owner thereof, the Acquiror will acquire good title thereto, free and clear of all Liens (except as contemplated by the preceding sentence).

  • Neither the Company nor any of its Subsidiaries has any leased employees within the meaning of Section 414(n) of the Code or, in the case of the Belgian Subsidiaries, the “law of 24 July 1987” (as such Law is commonly known in Belgium).

  • Each of the Belgian Subsidiaries’ Annual Accounts and Belgian Subsidiaries Interim Accounts fairly and truly reflect the assets and liabilities, financial condition and results of operations of each Belgian Subsidiary on the dates indicated.

  • PMSI shall cause any Person who owns any shares of Capital Stock of any of the Transferred Subsidiaries or any of the Belgian Subsidiaries, whether in trust or pursuant to any other nominee arrangement with PMSI or any of its Subsidiaries, to transfer, effective not later than the Closing (or the date of the Belgian Transfer, if applicable, in the case of the Belgian Subsidiaries), all right, title and interest in and to such shares to the Acquiror or any person designated by the Acquiror.

  • There are no outstanding contractual obligations, commitments, understandings or arrangements of PMSI or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of any of the Transferred Subsidiaries or any of the Belgian Subsidiaries and, to the knowledge of PMSI, there are no irrevocable proxies with respect to shares of capital stock of any of the Transferred Subsidiaries or any of the Belgian Subsidiaries.


More Definitions of Belgian Subsidiaries

Belgian Subsidiaries has the meaning specified in Section 1.2 of this Agreement.
Sample 1
Belgian Subsidiaries means, collectively, Artilium NV and United Telecom NV and any other Subsidiary required to become a party
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Belgian Subsidiaries means, collectively, Artilium NV and United Telecom NV and any other Subsidiary required to become a party hereto which is formed under the laws of Belgium, and “Belgian Subsidiary” shall mean any of the Belgian Subsidiaries, individually.
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Related to Belgian Subsidiaries

  • Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Australian Subsidiary means any Subsidiary that is organized under the laws of Australia or any province or territory thereof.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • 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.

  • U.S. Subsidiaries means all such Subsidiaries.

  • Foreign Subsidiaries means Subsidiaries of Borrower which are organized under the laws of a jurisdiction other than the United States of America, any State of the United States or any political subdivision thereof.

  • Excluded Subsidiaries means any Subsidiary of any Holding Company that is not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary); provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization); (i) with respect to which the Borrower (in consultation with the Administrative Agent) reasonably determines that guaranteeing or granting Liens to secure any of the Secured Obligations would result in material adverse tax consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a Securitization Subsidiary; (m) organized or incorporated outside of the United States or any state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness permitted hereunder and not incurred in contemplation of such Permitted Acquisition or other Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor (provided that each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable).

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

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

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Immaterial Subsidiaries means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such period.

  • PRC Subsidiaries means all Company Subsidiaries organized under the Laws of the PRC.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • Principal Subsidiaries means any subsidiary of the Guarantor whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a subsidiary which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, is at least 20 per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary of the Guarantor or to the Guarantor itself (the “transferee”) then:

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Material Subsidiaries Subsidiaries of the Parent Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

  • Designated Foreign Subsidiaries means all members of the Company Group that are organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

  • Subsidiary Loan Parties means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Loan Party after the Effective Date.

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • 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 Borrower.