Direct Foreign Subsidiaries definition

Direct Foreign Subsidiaries means, collectively, Rockford (Europe) Elektronik Vertriebs GmbH, a German GmbH, and Rockford Foreign Sales Corporation, a Barbados corporation, as the direct foreign Subsidiaries of Borrower Agent.
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Direct Foreign Subsidiaries means any corporation, partnership, limited liability company or other legal entity formed under the laws of any country or territory other than the United States of which any Borrower owns outstanding voting stock or in which a Borrower holds an equity interest.
Sample 1
Direct Foreign Subsidiaries means each of Lydall Netherlands B.V., Lydall France S.A.S., and Lydall Deutschland Holdings Company.
Sample 1

Examples of Direct Foreign Subsidiaries in a sentence

  • Notwithstanding the generality of the foregoing, one-third of the Capital Stock of each of the Direct Foreign Subsidiaries shall be excluded from "Collateral".

  • Such release shall no longer be permitted if any Downgrade Date occurs, and the Borrower shall, at its sole expense, take any action and execute all documents and instruments necessary or desirable to reattach Liens on 65% of the stock of Direct Foreign Subsidiaries released after a Rating Date, in each case as promptly as practicable but in no event later than 60 days after such Downgrade Date.

  • From and after the Rating Date, the Collateral Agent shall at the written request and sole expense of the Borrower, take any reasonable action and execute all reasonable documents and instruments to effect the release of the Lien of the Security Documents on all stock of Direct Foreign Subsidiaries.

  • At the election of the Borrower, Senior Parity Debt may either (i) benefit from a guaranty of payment by Domestic Subsidiaries, or (ii) have the benefit of a pledge of 65% of the voting securities or other ownership interest having voting power and 100% of the other securities of or other ownership interest in Direct Foreign Subsidiaries that are Significant Subsidiaries, or (iii) both of the foregoing.

  • At the election of the Borrower, Senior Parity Debt may either (i) benefit from a guaranty of payment by Domestic Subsidiaries that are Significant Subsidiaries, or (ii) have the benefit of a pledge of the Pledged Interests in Direct Foreign Subsidiaries that are Significant Subsidiaries, or (iii) both of the foregoing.

  • Also present at the regular meeting were Mr. Victor Karlsson, Assistant Superintendent for Finance and Operations and Mr. Brent Harrington, Director of Human Resources.

  • The Monthly Usage Reports shall be submitted electronically in EXCEL and sent as an attachment to dot- ask@state.de.us.

  • At the election of the Borrower, Senior Parity Debt may either (i) benefit from a guaranty of payment by Domestic Subsidiaries that are significant subsidiaries, or (ii) have the benefit of a pledge of the Pledged Interests in Direct Foreign Subsidiaries that are Significant Subsidiaries, or (iii) both of the foregoing.

  • The Borrower will additionally, at the request of the Bank at any time and at the Borrower’s expense, cause the Equity Interests in its Direct Foreign Subsidiaries to be re-certificated such that there exist separate share certificates representing the Pledged Interests, on the one hand, and the other such Equity Interests that do not constitute Pledged Interests, on the other hand.

  • Notwithstanding anything to the contrary in the Credit Agreement or any of the other Loan Documents, from and after the date hereof all of the wholly-owned direct Foreign Subsidiaries of Borrower and AMRESCO de Mexico Equities, S.A. de C.V. (collectively, "Direct Foreign Subsidiaries") shall be Guarantors; provided that any other Foreign Subsidiary, whether or not directly owned by Borrower, may be added as a Guarantor at the direction of Administrative Agent in its sole and absolute discretion.

Related to Direct Foreign Subsidiaries

  • Direct Foreign Subsidiary means a Subsidiary other than a Domestic Subsidiary a majority of whose Voting Securities, or a majority of whose Subsidiary Securities, are owned by the Borrower or a Domestic Subsidiary.

  • 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.

  • 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.

  • First Tier Foreign Subsidiary means a Foreign Subsidiary, the Equity Interests of which are directly owned by the Borrower or a Domestic Subsidiary that is not a Subsidiary of a Foreign Subsidiary.

  • Excluded Foreign Subsidiaries any Foreign Subsidiary in respect of which either (i) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

  • 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.

  • Wholly-Owned Foreign Subsidiary means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary.

  • Foreign Subsidiary means any Subsidiary that is not a Domestic Subsidiary.

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

  • Restricted Foreign Subsidiary means a Foreign Subsidiary that is a Restricted Subsidiary.

  • Foreign Subsidiary Holdco any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an ownership interest in any such Capital Stock.

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined on a consolidated basis in accordance with GAAP in good faith by a Responsible Officer.

  • Immaterial Foreign Subsidiary means any Foreign Subsidiary of the Borrower that is not a Material Foreign Subsidiary.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Eligible Foreign Subsidiary means any Foreign Subsidiary that is approved from time to time by the Administrative Agent and each of the Lenders.

  • Excluded Foreign Subsidiary any Foreign Subsidiary in respect of which either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

  • Affected Foreign Subsidiary means any Foreign Subsidiary to the extent such Foreign Subsidiary acting as a Subsidiary Guarantor would cause a Deemed Dividend Problem.

  • 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).

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

  • U.S. Subsidiaries means all such Subsidiaries.

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

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

  • Foreign Subsidiary Borrower means any Eligible Foreign Subsidiary that becomes a Foreign Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.

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

  • Domestic Foreign Holding Company means any Domestic Subsidiary that is a disregarded entity for U.S. federal income tax purposes with no material assets other than Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries and other assets incidental thereto.

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