Company Significant Subsidiary definition

Company Significant Subsidiary means any Company Subsidiary that is a “significant subsidiary” of the Company that is set forth on Section 3.02 of the Company Disclosure Letter.
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Company Significant Subsidiary means each Company Subsidiary set forth on Section 8.4(a) of the Company Disclosure Schedule.
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Company Significant Subsidiary means any Company Subsidiary that constitutes a significant subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC"). The Company is not in violation of any provision of its Amended and Restated Certificate of Incorporation or By-laws, and no Company Subsidiary is in violation of any provisions of its certificate of incorporation, by-laws or comparable organizational documents, except to the extent that such violations would not, individually or in the aggregate, have a Company Material Adverse Effect.
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Examples of Company Significant Subsidiary in a sentence

  • Each of the Company and each Company Significant Subsidiary (as hereinafter defined) is a corporation, partnership or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite power and authority to carry on its business as now being conducted.

  • Section 3.01(b) of the letter from the Company, dated the date of this Agreement, addressed to Parent (the "Company Disclosure Letter") lists each Company Significant Subsidiary and the ownership or interest therein of the Company.

  • All of the issued and outstanding shares of capital stock, limited liability company interests or partnership interests, as the case may be, of each Company Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

  • Each of the Company and each Company Significant Subsidiary, as applicable, is in compliance, in all material respects, with the applicable provisions of the CRA (as defined below), and, as of the date of this Agreement, the Company has received a CRA rating of “satisfactory” or better from the applicable Governmental Entity.

  • The Company owns directly or indirectly each of the outstanding shares of capital stock (or other ownership interests having by their terms ordinary voting power to elect a majority of directors or others performing similar functions with respect to such Company Significant Subsidiary) of each of the Company's Significant Subsidiaries other than Citizens Corporation.

  • For purposes of this Agreement, a "Company Significant Subsidiary" means any Company Subsidiary that constitutes a significant subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC").

  • All the outstanding shares of capital stock of each Company Significant Subsidiary have been validly issued and are fully paid and nonassessable and, except as set forth in Section 3.01(b) of the Company Disclosure Letter, are owned by the Company, by another subsidiary of the Company or by the Company and another Company Subsidiary, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens").

  • All of the outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Significant Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable, are free and clear of Liens (except Permitted Liens) and are free of preemptive rights.

  • To the Company’s Knowledge, the Company and its Company Significant Subsidiary will be able to renew their respective existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

  • Neither the Company nor any Company Significant Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.


More Definitions of Company Significant Subsidiary

Company Significant Subsidiary means any Significant Subsidiary of the Company; and (iv) “Significant Subsidiary” means, with respect to any person, any Subsidiary that would constitute a “significant Subsidiary” of such person within the meaning of Rule 1-02 of Regulation S-X of the SEC. The Bank is duly organized and validly existing as a national banking association, and its deposit accounts are insured up to applicable limits by the FDIC.
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Company Significant Subsidiary means a significant subsidiary of the Company as defined under Rule 1.02(w) of Regulation S-X promulgated pursuant to the Exchange Act;
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Company Significant Subsidiary means a Company Subsidiary which would constitute a "significant subsidiary" within Rule 1-02(w) or Regulation S-X of the Securities Act.
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Company Significant Subsidiary. Section 3.01(a) "Company Stock Plans" Section 5.08(a) "Company Stockholder Approval" Section 3.01(k) "Company Subsidiary" Section 3.01(a) "Company Takeover Proposal" Section 4.02(a) "Company's Stockholders' Meeting" Section 5.01(b) "Confidentiality Agreement" Section 5.04 "Conversion Number" Recitals "Contract" Section 3.01(d) "DGCL" Section 1.01 "D&O Insurance" Section 5.09 "Effective Time of the Merger" Section 1.03 "Environmental Law" Section 3.01(r) "ERISA" Section 3.01(j) "Excess Shares" Section 2.2(e) "Exchange Act" Section 3.01(d) "Exchange Agent" Section 2.02(a) "Filed Company SEC Documents" Section 3.01(g) "Filed Parent SEC Documents" Section 3.02(g) "Form S-4" Section 3.01(f) "Governmental Entity" Section 3.01(d) "Hazardous Substances" Section 3.01(r) "LSARs" Section 4.01(a) "Liens" Section 3.01(b) "Material Breach" Section 7.02(e) "Maximum Period" Section 5.09 "Newmont Gold" Section 3.02(e) "NYSE" Section 2.02(e) "Options" Section 3.01(c) "Parent Benefit Plans" Section 3.02(i) "Parent Capital Stock"" Section 3.02(c) "Parent Common Stock" Recitals "Parent Convertible Notes" Section 3.02(c) "Parent Disclosure Letter" Section 3.02(b) "Parent Employee Stock Plans" Section 3.02(c) "Parent Employee Stock Options" Section 3.02(c) "Parent Equal Value Rights" Section 3.02(c) "Parent Equal Value Rights Agreement" Section 3.02(c) "Parent LSARs" Section 5.01(a) "Parent Material Adverse Effect" Section 3.02(a) "Parent Phantom Stock Options" Section 5.07(a) "Parent Preferred Stock" Section 3.02(c) "Parent Property" Section 3.02(v) "Parent Rights" Section 3.02(c) "Parent Rights Agreement" Section 3.02(c) "Parent SARs" Section 5.01(a) "Parent SEC Documents" Section 3.02(e) "Parent Series A Preferred Stock" Section 3.02(c) "Parent Significant Subsidiary Section 3.02(a) "Parent Stockholder Approval" Section 3.02(k) "Parent Subsidiary" Section 3.02(a) "Parent Takeover Proposal" Section 4.03(a) "Parent's Stockholders' Meeting" Section 5.01(c) "Permits" Section 3.01(d) "person" Section 8.03 "Phantom Stock Options" Section 5.07(a) "Primary Company Executives" Section 3.01(p) "Primary Parent Executives" Section 3.02(p) "Proxy Statement" Section 3.01(d) "PW" Section 6.01(f) "qualified stock options" Section 5.07(a) "SARs" Section 4.01(a) "SEC" Section 3.01(a) "Securities Act" Section 3.01(e) "SMCRA" Section 3.01(r) "subsidiary" Section 8.03 "Surviving Corporation" Recitals "Tax Returns" Section 3.01(n) "Taxes" Section 3.01(n) AGREEMENT AND PLAN OF MERGER dated as of Ma...
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Company Significant Subsidiary. Section 3.01(a) "Company Stockholder Approval" Section 3.01(k) "Company's Stockholders' Meeting" Section 5.01(b) "Company Stock Options" Section 5.19 "Company Subsidiary" Section 3.01(a) "Company Superior Proposal" Section 4.02(a) "Company Takeover Proposal" Section 4.02(a) "Confidentiality Agreements" Section 5.04(a) "Conversion Number" Recitals "Convertible Debentures" Section 3.01(c) "Convertible Notes Section 3.01(c) "Contract" Section 3.01(d) "DGCL" Section 1.01 "Effective Time of the Merger" Section 1.03 "Environmental Law" Section 3.01(q)(ii) "ERISA" Section 3.01(j) "Excess Shares" Section 2.02(e)(ii) "Exchange Act" Section 3.01(d)
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Company Significant Subsidiary has the meaning set forth in Section 3.3(b).
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Related to Company Significant Subsidiary

  • Insignificant Subsidiary means, on any date, any Subsidiary of Caterpillar or CFSC whose aggregate asset value, as reasonably calculated by Caterpillar in accordance with generally accepted accounting principles, is at less than or equal to $50,000,000 on such date.

  • Significant Subsidiary means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

  • Significant Subsidiaries means, as of any date of determination, collectively, all Subsidiaries that would constitute a “significant subsidiary” under Rule 1-02 of Regulation S-X promulgated by the SEC, and each of the foregoing, individually, a “Significant Subsidiary.”

  • Relevant Subsidiary means any fully consolidated subsidiary of HeidelbergCement AG and for purposes only of this § 2 does not include any subsidiary which has one or more classes of equity securities (other than, or in addition to any convertible bonds or similar equity linked securities) which are listed or traded on a regulated stock exchange.

  • 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”.

  • Significant Restricted Subsidiary means any Restricted Subsidiary, or group of Restricted Subsidiaries, that would, taken together, be a “significant subsidiary” as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the Issue Date.

  • Parent Subsidiary means any Subsidiary of Parent.

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

  • Material Subsidiary means any Subsidiary that is not an Immaterial Subsidiary.

  • Significant Guarantor means any guaranty agency that guarantees trust student loans comprising at least 10% of the Pool Balance of the trust student loans by outstanding principal balance as of the statistical disclosure date.

  • Material Restricted Subsidiary any Restricted Subsidiary other than one or more Restricted Subsidiaries designated by the Borrower that in the aggregate do not constitute Material Subsidiaries.

  • Dormant Subsidiary means a Subsidiary that owns assets in an amount equal to no more than $5,000,000 or is dormant or otherwise inactive.

  • Material Subsidiaries Subsidiaries of the 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.

  • Material Non Listed Indian Subsidiary means an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

  • Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

  • 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.

  • Significant Supplier has the meaning set forth in Section 2.22(b).

  • Principal Subsidiary means at any relevant time a Subsidiary of the Issuer:

  • 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.

  • 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.

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

  • Material Company means, at any time:

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

  • 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:

  • Non-Material Subsidiary means any Subsidiary that

  • Restricted Subsidiary means any Subsidiary of the Company other than an Unrestricted Subsidiary.