Examples of Divided LLC in a sentence
Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9, Borrower will not, and will not permit any of its Subsidiaries to convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any of its or their assets (and including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division).
No Loan Party shall own or create directly or indirectly any Subsidiaries (including without limitation, the formation of any Subsidiary that is a Delaware Divided LLC), other than those existing on the date of this Agreement, those created to own service centers or those consented to by the Lender.
Pursuant to Section 6.10 of the Loan Facility Agreement, after any Subsidiary is acquired or formed (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC) or after any Unrestricted Subsidiary is designated as a Restricted Subsidiary, such Subsidiary shall, if such Subsidiary is a Material Domestic Subsidiary, become a Guarantor hereunder by executing an agreement substantially in the form of Annex 1 hereto (a “Guaranty Supplement”).
Each Credit Party will pledge to the Collateral Agent to secure the Obligations (i) one hundred percent (100%) of the Equity Interests in each of its Domestic Subsidiaries (including, without limitation, each Subsidiary that is a Delaware Divided LLC) (including a pledge by the Parent of 100% of the Equity Interests in the Borrower), and (ii) sixty-five percent (65%) of Equity Interests in each of its First-Tier Foreign Subsidiaries.
The Parent Guarantor shall not merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including without limitation to or in favor of a Delaware Divided LLC pursuant to a Delaware LLC Division).
Pursuant to Section 5.10 of the Credit Agreement, after any Subsidiary is acquired or formed (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC) or after any Unrestricted Subsidiary is designated as a Restricted Subsidiary, such Subsidiary shall, if such Subsidiary is a Material Domestic Subsidiary, become a Guarantor hereunder by executing an agreement substantially in the form of Annex 1 hereto (a “Guarantee Supplement”).
Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (including, without limitation, each Subsidiary that is a Delaware Divided LLC), other than any FSHCO, directly owned by a Loan Party and (ii) 65% (or such greater percentage that could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas.
In addition, Holdings shall not consummate a Delaware LLC Division, unless each Delaware Divided LLC formed thereby executes and delivers to the Administrative Agent joinders to this Agreement and the Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which it becomes a Guarantor under Article X hereunder, a Pledgor under the Security Agreement and agrees to be bound by this Section 7.15.