Domestic Material Subsidiary means any Material Subsidiary that is a Domestic Subsidiary.
Domestic Material Subsidiary means any Material Subsidiary organized under the laws of Canada or the United States of America or any province, territory or state thereof.
Domestic Material Subsidiary means any Domestic Subsidiary acquired or formed after the date of this Agreement if at the time of such acquisition or formation (and giving effect to contributions of assets thereto in connection with such acquisition or formation) both (a) the book value of the domestic assets of such Domestic Subsidiary (excluding for the avoidance of doubt any Equity Interests in Foreign Subsidiaries and determined by reference to the most recent annual or quarterly financial statements available for such Domestic Subsidiary or otherwise in a manner reasonably satisfactory to the Administrative Agent) shall exceed 15% of the book value of the consolidated assets of the Borrower and its Subsidiaries (determined by reference to the financial statements most recently delivered by the Borrower pursuant to Section 5.01(a) or (b)), and (b) the annual net sales from domestic operations of such Domestic Subsidiary (determined by reference to the most recent annual or quarterly financial statements available for such Domestic Subsidiary or otherwise in a manner reasonably satisfactory to the Administrative Agent) shall exceed 15% of the annual consolidated net sales of the Borrower and its Subsidiaries (determined by reference to the financial statements most recently delivered by the Borrower pursuant to Section 5.01(a) or (b)); provided that, in each case under clauses (a) and (b), any calculation of consolidated assets or consolidated net sales of the Borrower and its Subsidiaries shall be adjusted on a pro forma basis to give effect to any acquisition by the Borrower or any Subsidiary during any applicable twelve-month period as though such acquisition had been consummated as of the first day of such period.
Examples of Domestic Material Subsidiary in a sentence
Each Domestic Material Subsidiary on the date hereof is separately identified as such in Schedule 3.08 hereto.
The Company shall also cause the items specified in Sections 4.01(b) and (c) to be delivered to the Administrative Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Domestic Material Subsidiary.
Pursuant to Section 5.22 of the Credit Agreement, each Domestic Material Subsidiary of the Company that was not in existence or was not such a Domestic Material Subsidiary on the date of the Credit Agreement is required to enter into this Agreement as a Guarantor upon becoming a Domestic Material Subsidiary.
The execution and delivery of any instrument adding an additional Domestic Material Subsidiary as a party to this Agreement shall not require the consent of any other party hereto.
The rights and obligations of each party hereto shall remain in full force and effect notwithstanding the addition of any new Domestic Material Subsidiary as a party to this Agreement.
More Definitions of Domestic Material Subsidiary
Domestic Material Subsidiary means any Domestic Subsidiary of the Borrower (a) with assets (exclusive of goodwill) the net book value of which (measured as of the end of the Borrower’s most recently ended fiscal year) is in excess of 1% of Consolidated Total Assets, measured as of the last day of the Borrower’s most recent fiscal year for which financial statements are available, or (b) that had revenues (for the Borrower’s most recent fiscal year) in excess of 1.5% of Consolidated Revenue for the Borrower’s most recent fiscal year for which financial statements are available. Such determinations shall be made with respect to the Domestic Subsidiaries at the time that the annual financial statements for the Borrower and its Subsidiaries are delivered pursuant to Section 6.01(a); provided, however, that if a Person becomes a Subsidiary pursuant to or in connection with an Acquisition, then such determination shall be made as of the date of such Acquisition, based on the financial statements of such Person for its most recent quarter end (or for the four most recent quarters, as applicable) for which financial statements are available (which may be unaudited).
Domestic Material Subsidiary means any Subsidiary of the Company, other than the Special Acquisition Subsidiary (i) that is organized under the laws of the United States, any State thereof or the District of Columbia; (ii) that is not a Subsidiary of a Foreign Subsidiary and (iii) whose total assets, as of the date of determination, are greater than $100,000, or whose total revenues for the most recent 12 months period ending on the prior fiscal quarter exceed $100,000.
Domestic Material Subsidiary means, at any time, (i) EIS, E.D.S. World Corporation (Far East), E.D.S. World Corporation (Netherlands) and (ii) any other Subsidiary of the Company organized under the laws of the United States of America or any political subdivision thereof, which Subsidiary and its Consolidated Subsidiaries, have either (a) Consolidated assets with a value of not less than 10% of the total value of the Consolidated assets of the Company and its Consolidated Subsidiaries, taken as a whole, or (b) Consolidated revenues not less than 10% of the Consolidated revenues of the Company and its Consolidated Subsidiaries, taken as a whole, in each case as of the end of or for the most recently completed fiscal year of the Company.
Domestic Material Subsidiary means each Domestic Subsidiary which at any time has assets having an aggregate fair market value, as reasonably determined by Holdings or Borrower, which is in excess of $10,000,000.
Domestic Material Subsidiary means a Domestic Subsidiary (other than as set forth on Schedule 1.1(b)) that, either individually or together with its subsidiaries, taken as a whole, has total tangible assets as of the most recent period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or Section 5.1(b) exceeding the greater of (i) $100,000,000 and (ii) 0.75% of Consolidated Total Assets; provided, however, that a Domestic Subsidiary shall not be a Domestic Material Subsidiary if the provision of a Guaranty by it could reasonably be expected to give rise to or increase the amount includable in income of Parent pursuant to Section 956 of the Code.
Domestic Material Subsidiary. As defined in Section 3.13.
Domestic Material Subsidiary means, as of any date of determination, any Domestic Subsidiary of the Borrower that (a) owns at least $500,000 of assets, (b) has revenues of at least $500,000 for the twelve (12) month period most recently ended, (c) owns, together with all other Domestic Subsidiaries of the Borrower not providing a Guaranty hereunder, total assets of at least $2,000,000 in the aggregate or (d) has, together with all other Domestic Subsidiaries of the Borrower not providing a Guaranty hereunder, total revenues of at least $2,000,000 in the aggregate for the twelve (12) month period most recently ended (in each case, as determined in accordance with GAAP, on a consolidated basis excluding any permitted intercompany transfers between Loan Parties).