Closing Subsidiary definition

Closing Subsidiary means any Subsidiary of a Transferred FH Company as of immediately prior to the Closing and after giving effect to the Pre-Closing Restructuring Transactions.
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Closing Subsidiary means any Subsidiary of a Transferred FH Company as of immediately prior to the Closing and after giving effect to the
Sample 1

Examples of Closing Subsidiary in a sentence

  • Following the Closing, Subsidiary shall pay all payables and other obligations of Company assumed hereunder by the Subsidiary, as such obligations become due in the ordinary course of business.

  • Seller shall ensure that all Assumed Pension Assets related to the Assumed Pension Liabilities shall be transferred to or held by the applicable Transferred FH Company or Closing Subsidiary.

  • From and after the Closing, the Assumed Pension Liabilities shall become or remain, as applicable, the responsibility of the applicable Transferred FH Company or Closing Subsidiary.

  • Buyer shall cause each applicable Transferred FH Company or Closing Subsidiary to pay all amounts payable under each Transferred Benefit Plan maintained by such Transferred FH Company or Closing Subsidiary no later than the date such amounts become due in the time and manner set forth in such Transferred Benefit Plan to the extent such amounts are Retained Liabilities.

  • From the date hereof through the date of the Closing, Subsidiary and AAAA shall conduct their respective businesses in the ordinary course and in material compliance with all requirements of law to which they are subject, and shall keep their respective business and properties substantially intact.

  • Prior to Closing, Subsidiary shall amend its Articles of Incorporation to authorize 999,000,000 shares of common stock, $.001 par value, and will complete a 400,000 to 1 stock split.

  • From the date hereof through the day of Closing, Subsidiary and ProCon shall conduct their respective businesses in the ordinary course and in material compliance with all requirements of laws to which they are subject, and shall keep their respective business and properties substantially intact.

  • Prior to Closing, Subsidiary, at Contributor’s cost, may obtain, or cause the Title Company to obtain, current searches of all Uniform Commercial Code financing statements filed with the applicable Secretary of State, or the appropriate county official, against Contributor, Contributor’s affiliates involved in the operation of the Project and the management agents for the Project.

  • Except for the Shares, as of the Closing, Subsidiary shall not have outstanding any capital stock or securities convertible or exchangeable for any shares of its capital stock, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans.

  • Immediately prior to the Initial Closing Subsidiary shall make a $30,000 cash payment to Parent as a partial payment on the intercompany indebtedness owed by Subsidiary to Parent.

Related to Closing Subsidiary

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

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

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

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

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

  • Financing Subsidiary means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • 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.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Seller Guarantor has the meaning set forth in the Preamble.

  • 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.

  • Seller Parent has the meaning set forth in the Preamble.

  • Participating Subsidiary means a Subsidiary which has been designated by the Administrator as covered by the Plan.

  • Parent Subsidiary means any Subsidiary of Parent.

  • 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.

  • Purchaser Parent has the meaning set forth in the Preamble.

  • Subsidiary means an entity in which more than 50 percent of the entity is owned—

  • Seller Affiliate means any Affiliate of Seller.

  • Participating Subsidiaries means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.

  • Holdco has the meaning set forth in the Preamble.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Issuer Subsidiary means any subsidiary of the Issuer.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

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

  • 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.

  • Major Subsidiary means any Subsidiary (a) more than 50% of the voting securities of which is owned directly or indirectly by Altria, (b) which is organized and existing under, or has its principal place of business in, the United States or any political subdivision thereof, Canada or any political subdivision thereof, any country which is a member of the European Union on the date hereof (other than Greece, Portugal or Spain) or any political subdivision thereof, or Switzerland, Norway or Australia or any of their respective political subdivisions, and (c) which has at any time total assets (after intercompany eliminations) exceeding $1,000,000,000.