Excluded Equity Interest definition

Excluded Equity Interest means (a) margin stock, (b) Equity Interests of any Foreign Subsidiary that is not directly owned by the Borrower or any Loan Party, (c) Equity Interests ordinarily entitled to vote (for U.S. federal income tax purposes) of any Material Subsidiary that is a wholly-owned Foreign Subsidiary or Foreign Subsidiary Holding Company directly owned by the Borrower or any other Loan Party in excess of 65% of such Material Subsidiary’s issued and outstanding Equity Interests ordinarily entitled to vote (for U.S. federal income tax purposes), (d) Equity Interests of any Domestic Subsidiary that is a direct or indirect subsidiary of a (i) CFC, (ii) Foreign Subsidiary or (iii) Foreign Subsidiary Holding Company, (e) any Equity Interest to the extent the pledge thereof would be prohibited by any Law or contractual obligation (excluding any prohibition or restriction that is ineffective under the Uniform Commercial Code), (f) any Equity Interests with respect to which the Borrower and the Administrative Agent have reasonably determined that the cost or other consequences (including material adverse Tax consequences) of pledging or perfecting a security interest in such Equity Interests are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, (g) Equity Interests of any Unrestricted Subsidiary; (h) Equity Interests of any Captive Insurance Subsidiary; (i) Equity Interests of any not for profit Subsidiary; (j) Equity Interests of any special purpose securitization vehicle (or similar entity); (k) Equity Interests of any Person other than wholly-owned Subsidiaries to the extent such Person is prohibited by its Organization Documents from pledging its Equity Interests (excluding any prohibition or restriction that is ineffective under the Uniform Commercial Code); and (l) any other Equity Interests that constitute Excluded Assets.

Excluded Equity Interest shall have the meaning given to such term in the Security Agreement.

Excluded Equity Interest means any Equity Interest issued by any Financing Subsidiary; provided, that if any such Financing Subsidiary shall at any time cease to be a Financing Subsidiary pursuant to the definition thereof in the Revolving Credit Agreement, the Equity Interests issued by such Person shall no longer constitute Excluded Equity Interests and shall become part of the Collateral hereunder.

Examples of Excluded Equity Interest in a sentence

• Except with respect to any Excluded Equity Interest and Excluded Instrument, if any Credit Party shall at any time hold or acquire any Certificated Security constituting Pledged Collateral or Article 9 Collateral, such Credit Party shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify and in accordance with Section 2.02 hereof.

• Notwithstanding anything herein to the contrary, to the extent and for so long as any asset is an Excluded Equity Interest, the Security Interest granted under this Section 4.01 shall not attach to, and the Article 9 Collateral shall not include, such asset; provided, however that the Security Interest shall immediately attach to, and the Article 9 Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Equity Interest.

• For the avoidance of doubt, if any certificate or instrument representing any Pledged Collateral also represents any Excluded Equity Interest, the Lien created hereunder shall only attach to the Equity Interests evidenced thereby other than the Excluded Equity Interests.

• Additional Securities means any shares of the Companies issued to, transferred to or otherwise acquired by the Grantor, after the date hereof (including, without limitation, the Related Rights) other than any Excluded Equity Interest (as defined in the Pledge and Security Agreement).

More Definitions of Excluded Equity Interest

Excluded Equity Interest shall have the meaning assigned to such term in Section 2.01(a)(I).

Excluded Equity Interest means (A) margin stock, (B) Equity Interests of any Person other than the Company or any wholly owned Material Subsidiary that is a Restricted Subsidiary directly owned by any Grantor (other than any Equity Interests in Xxxx Xxxxx, LLC, a Delaware limited liability company, owned by any Grantor), (C) Equity Interests of any Material Subsidiary that is a wholly owned Foreign Subsidiary or CFC Holdco directly owned by any Grantor in excess of 65% of such Material Subsidiary’s issued and outstanding Equity Interests, (D) any Equity Interest to the extent the pledge thereof would be prohibited by any Law or contractual obligation (excluding any prohibition or restriction that is ineffective under the Uniform Commercial Code), (E) any Equity Interests with respect to which the Company (which determination shall be made in accordance with the Credit Facility Agent’s comparable determination under the Credit Agreement) has reasonably determined that the cost or other consequences (including material adverse Tax consequences) of pledging or perfecting a security interest in such Equity Interests are excessive in relation to the benefit to the Notes Secured Parties of the security to be afforded thereby, (F) the Equity Interests of any Excluded Subsidiary (other than any Foreign Subsidiary or CFC Holdco), and (G) any other Equity Interests that otherwise constitute Excluded Assets.

Excluded Equity Interest means any equity interest listed on Schedule 5.2(I)(E) under the heading “Excluded Equity Interest.”

Excluded Equity Interest means (A) margin stock, (B) Equity Interests of any Person other than any Borrower or any wholly owned Material Subsidiary that is a Restricted Subsidiary directly owned by a Borrower or any Subsidiary Loan Party, (C) Equity Interests of any Material Subsidiary that is a wholly owned Foreign Subsidiary or CFC Holdco directly owned by a Borrower or any Subsidiary Party in excess of 65% of such Material Subsidiary’s issued and outstanding Equity Interests, (D) any Equity Interest to the extent the pledge thereof would be prohibited by any Law or contractual obligation (excluding any prohibition or restriction that is ineffective under the Uniform Commercial Code), (E) any Equity Interests with respect to which the Parent Borrower and the Administrative Agent have reasonably determined that the cost or other consequences (including material adverse Tax consequences) of pledging or perfecting a security interest in such Equity Interests are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, (F) the Equity Interests of any Excluded Subsidiary (other than any Foreign Subsidiary or CFC Holdco), and (G) any other Equity Interests that constitute Excluded Assets.

Excluded Equity Interest means (a) margin stock, (b) Equity Interests of any Person other than any Borrower or any wholly owned Material Subsidiary that is a Restricted Subsidiary directly owned by a Domestic Credit Party, (c) Equity Interests of any Material Subsidiary that is a wholly owned Foreign Subsidiary or Foreign Subsidiary Holding Company directly owned by a Domestic Credit Party in excess of 65% of such Material Subsidiary’s issued and outstanding Equity Interests and (d) any Equity Interest to the extent the pledge thereof would be prohibited by such Person’s Organization Documents or joint venture documents on the Closing Date (or, with respect to any Subsidiary acquired by a Borrower or a Restricted Subsidiary after the Closing Date, so long as such prohibition or restriction was not incurred in contemplation of such Acquisition, on the date such Subsidiary is so acquired) (excluding any prohibition or restriction that is ineffective under the Uniform Commercial Code).

Excluded Equity Interest means any (i) Equity Interest of a CFC or a Transparent Subsidiary, other than (x) non-voting Equity Interests in a CFC or Transparent Subsidiary, as applicable, that are directly held by an Obligor, and (y) 65% of the voting Equity Interests in a CFC or Transparent Subsidiary, as applicable, that are directly held by an Obligor, and (ii) Equity Interest issued by any Financing Subsidiary; provided, that if any such CFC, Transparent Subsidiary or Financing Subsidiary shall at any time cease to be a CFC, Transparent Subsidiary or Financing Subsidiary, as applicable, pursuant to the Revolving Credit Facility or otherwise, the Equity Interests issued by such Person shall no longer constitute Excluded Equity Interests and shall become part of the Collateral hereunder.

Excluded Equity Interest shall have the meaning assigned to such term in Sec- tion 2.01. “Excluded Instruments” shall have the meaning assigned to such term in Sec- tion 2.01(b). “Excluded Property” shall mean: (1) (x) all owned real property interests with a fair market value equal to or less than $10,000,000 (as reasonably determined by the Issuer in good faith) and (y) all leasehold interests in real property (it is understood that there shall be no requirement to obtain landlord waivers, es- toppels or collateral access agreements or acknowledgements, bailee waivers and similar letters); (2) motor vehicles and other assets subject to certificates of title (unless otherwise capable of perfection by filing a financing statement under the PPSA or UCC or similar filing in any applicable jurisdiction), letter of credit rights with an individual face amount not exceeding $5,000,000 (except to the extent constituting a supporting obligation for other Collateral as to which perfection of the security interest in such other Collateral is accomplished by the filing of a UCC or PPSA financing statement (or similar filing in any applicable jurisdiction) and commer- cial tort claims below $5,000,000; (3) any lease, license or other agreement or any property subject to a purchase mon- ey security interest, Capital Lease Obligation or similar arrangements permitted under the Inden- ture, the property subject thereto, any insurance in respect thereof, any management or operating agreement with respect thereto and deposits made in respect thereof and all rights in relation to any of the foregoing, in each case, to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or a similar arrangement or create a right of termination in favor of any other party thereto (other than the Is- xxxx or a Guarantor); (4) (x) Equity Interests which constitute Margin Stock, (y) Equity Interests in Unre- stricted Subsidiaries and (z) Equity Interests in any Person other than wholly-owned Subsidiaries to the extent the granting of a security interest is not permitted by law or the terms of such Sub- sidiary’s organizational, shareholders, acquisition, joint venture or governance documents (in- cluding as a result of minority ownership) or would trigger termination pursuant to any “change of control” or similar provision; (5) pledges and security interests (including in respect of interests in partnerships, joint ventures a...