Distributed Subsidiaries definition

Distributed Subsidiaries means, collectively, Hartsville HMA, LLC, Hamlet H.M.A., LLC, Xxxxxxx HMA, LLC and Statesville HMA, LLC. Each of the Distributed Subsidiaries is referred to herein individually as a “Distributed Subsidiary”.
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Distributed Subsidiaries means Apollo, ABOL and Working Rx.
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Distributed Subsidiaries are all corporations wholly or partially, directly or indirectly, owned by Seller, except the Retained Subsidiaries.
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Examples of Distributed Subsidiaries in a sentence

  • Upon Closing, and notwithstanding any contrary provision of Article V of the LLC Agreement, the Company will cause all of the issued and outstanding equity interests of each of the Distributed Subsidiaries to be distributed to HMA LP, free and clear of any Encumbrances.

  • In connection with the distribution of the issued and outstanding equity interests of the Distributed Subsidiaries to HMA LP, and the other transactions contemplated by this Agreement and the Amended LLC Agreement, Foundation shall receive the Foundation Class A Contractual Interest when the Amended LLC Agreement is executed and delivered at Closing.

  • The Company will execute such instruments and documents as may be reasonably requested by HMA LP to evidence and confirm the distribution of the equity interests of each of the Distributed Subsidiaries.

  • On March 1, 2017, Zayo announced it closed its $1.42 billion acquisition of Electric Lightwave.

  • At the Closing, Parent (or its Subsidiaries) and the appropriate Affiliate of the Company will enter into agreements with the Distributed Subsidiaries (or Successor Entities) in the forms attached hereto as Exhibit B and Exhibit C.

  • Notwithstanding anything to the contrary in this Agreement, no severance benefits will be payable by Sub to any person listed on Schedule 8.5(b)(ii) who shall become an employee of the Distributed Subsidiaries after the date hereof, nor shall any severance benefits be payable to any person who is a "disqualified individual" within the meaning of Section 280G(c) of the Code unless the Company has complied with the requirements of Section 8.5(c) below with respect to such severance benefits.

  • Without limiting the generality of the foregoing, upon consummation of the Distribution neither the Company nor any Remaining Subsidiary will have any Liability with respect to the Liabilities of the Distributed Subsidiaries or the business and operations of the Distributed Subsidiaries.

  • The transfer shall only be made if the Distributed Subsidiaries agree to take all steps necessary to cause the transfer of assets and liabilities from the LCI Plan to the Distributed Subsidiary Plan and to ensure, in accordance with Section 411(d)(6) of the Code, that no participant will receive an accrued benefit under the Distributed Entity Plan less than the accrued benefit the participant would be entitled to receive under the LCI Plan as of the date immediately prior to the date the transfer occurs.

  • Thus, following the distribution of the Distributed Subsidiaries to HDI, Halliburton's assets will be comprised of the domestic assets of Halliburton Energy Services Division, certain foreign branch assets, and the stock of certain domestic and foreign subsidiaries whose operations are related to the Halliburton Energy Services Division.

  • Except for the Subsidiary Equity Securities described on Schedule 3.6, neither SHP nor any of the Distributed Subsidiaries owns of record or beneficially any Equity Securities of any Person or any right (contingent or otherwise) to acquire the same.


More Definitions of Distributed Subsidiaries

Distributed Subsidiaries means Duluth Real Estate, LLC, Duluth Holdings, LLC and ASNA Value Fashion, LLC.
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Related to Distributed Subsidiaries

  • 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.

  • 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.

  • 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).

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • 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.

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

  • Restricted Subsidiaries means the Subsidiaries of the Borrower other than the Unrestricted Subsidiaries.

  • Consolidated Restricted Subsidiaries means any Restricted Subsidiaries that are Consolidated Subsidiaries.

  • Specified Subsidiaries means any of (i) Intermediate, (ii) Dell, (iii) Denali Finance, (iv) Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree), (v) EMC, (vi) any successors and assigns of any of Intermediate, Dell, Denali Finance, Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree) and EMC, (vii) any other borrowers under the senior secured indebtedness and/or issuer of the debt securities, in each case, incurred or issued to finance the Merger and the transactions contemplated thereby and by the related transactions entered into in connection therewith and (viii) each intermediate entity or Subsidiary between the Corporation and any of the foregoing.

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

  • U.S. Subsidiaries means all such Subsidiaries.

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

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Designated Subsidiaries means the Subsidiaries which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

  • Unrestricted Subsidiaries means any Subsidiary of the Company that (a) shall have been designated as an “Unrestricted Subsidiary” in accordance with the provisions of Section 1.05 and (b) any Subsidiary of an Unrestricted Subsidiary; notwithstanding the foregoing, so long as a Subsidiary Borrower has Term Loans outstanding under this Agreement, such Subsidiary Borrower shall not be an Unrestricted Subsidiary.

  • 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.

  • Consolidated Group means the Borrower and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.

  • 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.

  • 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.

  • 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.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

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

  • Consolidated Businesses means, at any time, the Borrower and Subsidiaries of the Borrower that the Borrower consolidates in its consolidated financial statements prepared in accordance with GAAP, provided, however, that UJVs which are consolidated in accordance with GAAP are not Consolidated Businesses.

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

  • Consolidated Subsidiaries means each Subsidiary of the Borrower (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP.