Exempted Subsidiary definition

Exempted Subsidiary means any Restricted Subsidiary organized in any jurisdiction other than the PRC that is prohibited by applicable law or regulation to provide a Subsidiary Guarantee or a JV Subsidiary Guarantee or create any Lien over its Capital Stock to secure any of the secured obligations subject to the Intercreditor Agreement; provided that (x) the Company shall have failed, upon using commercially reasonable efforts, to obtain any required governmental or regulatory approval or registration with respect to such Subsidiary Guarantee, JV Subsidiary Guarantee or Lien over its Capital Stock, to the extent that such approval or registration is available under any applicable law or regulation and (y) such Restricted Subsidiary shall cease to be an Exempted Subsidiary immediately upon such prohibition ceasing to be in force or apply to such Restricted Subsidiary or upon the Company having obtained such applicable approval or registration.

Exempted Subsidiary means a Restricted Subsidiary (other than the Issuer) that is not an obligor or guarantor with respect to any Indebtedness of Parent or any Guarantor in which an Investment is made (or is deemed made) by Parent or a Guarantor pursuant to (i) Section 4.09(a), (ii) Section 4.09(b)(xv) or (iii) clause (19) of the definition of “Permitted Investments.”

Exempted Subsidiary means a Subsidiary that (a) is an obligor with respect to Indebtedness incurred to finance a Project and (b) (i) holds no assets other than those related to a Project or (ii) is a direct equityholder in one or more such obligors and holds no assets other than (x) equity interests in one or more such obligors, (y) assets located in, or related to hydrocarbons or other property located in, Mozambique and (z) equity interests in one or more Persons holding no assets other than as described in clauses (x) and (y).

Examples of Exempted Subsidiary in a sentence

• Schedule 6.8 sets forth, as of the Third Amendment Effective Date, the name, the type and jurisdiction of organization and the ownership interest of each direct or indirect subsidiary of the Borrower, identifying each Exempted Subsidiary.

• The Exempted Subsidiary will not, and no Credit Party shall cause the Exempted Subsidiary to, acquire any assets, either directly or by way of merger, consolidation or similar transaction, other than assets, the ownership of which by a non-Norwegian entity, would be prohibited by applicable law.

• The Borrower shall, and Endeavour International shall cause its Subsidiaries (other than the Exempted Subsidiary) to, grant to the Security Trustee as security for the Indebtedness, a valid second-priority, perfected Lien (subject only to Liens permitted by Section 9.03(a) (but only to the extent such Liens secure Debt permitted pursuant to Section 9.02(b)) and to Excepted Liens) on proven Oil and Gas Properties not already subject to a Lien of the Security Instruments.

• Make any contribution or loan of any money or property to, or enter into any sale, lease or similar transaction with, or otherwise transfer or cause to be transferred any asset of Borrower or its Subsidiaries (other than an Exempted Subsidiary) to any Exempted Subsidiary, or permit any Subsidiary (other than an Exempted Subsidiary) to do any of the foregoing.

• Permit any direct or indirect Subsidiary (other than an Exempted Subsidiary) of the Borrower to issue or grant any Capital Stock of such Subsidiary to any Person, other than the Borrower or a wholly-owned Subsidiary of the Borrower.

More Definitions of Exempted Subsidiary

Exempted Subsidiary means the persons specified in writing to the Administrative Agent prior to the Closing Date of which the Parent Borrower, directly or indirectly, at the relevant time of determination, owns or holds the ordinary voting power of more than 50% of the Voting Shares but less than 90% of the Voting Shares; provided that the initial transaction that caused the Parent Borrower to, directly or indirectly, own or hold in excess of 50% (but less than 90%) of the Voting Shares of such person was funded by the issuance of Equity Interests (or the proceeds thereof), which, in the case of the Person specified in clause (i) of paragraph 1 of such writing delivered to the Administrative Agent, shall be pursuant to arrangements in effect as of the Closing Date (as amended, restated, supplemented or otherwise modified from time to time in a manner that is not materially adverse to the interests of the Parent Borrower and its Subsidiaries (taken as a whole) or the Lenders).

Exempted Subsidiary means (a) any Project Subsidiary and (b) any Unrestricted Midstream Subsidiary.

Exempted Subsidiary means a Subsidiary that both (a) is designated by the Borrower as an “Exempted Subsidiary” by written notice to the Administrative Agent and (b) whose assets consist principally of assets related to the Project or equity interests of another Exempted Subsidiary.

Exempted Subsidiary is hereby added where alphabetically appropriate:

Exempted Subsidiary means (x) Gymboree, Inc. (Canada corporation)/Gymboree Canada, Inc. (Delaware corporation), a dual-status entity, and (y) Gymboree Island, LLC (Puerto Rico limited liability company).

Exempted Subsidiary means Endeavour Energy Norge AS and any Subsidiary that may from time to time be organized under the laws of the Republic of Ireland that holds solely assets that shall be required to be owned by a Person organized under the law of the Republic of Ireland; and provided, further, that the net revenues at any time of all Subsidiaries organized under the laws of the Republic of Ireland shall not constitute in the aggregate more than 5% of the Proven Present Value at such time.

Exempted Subsidiary means any Restricted Subsidiary organized in any jurisdiction other than the PRC that is prohibited by applicable law or regulation or rule to provide a Subsidiary Guarantee provided that (x) the Company shall have failed, upon using commercially reasonable efforts, to obtain any required governmental or regulatory approval or registration with respect to such Subsidiary Guarantee, to the extent that such approval or registration is available under any applicable law or regulation and (y) such Restricted Subsidiary shall cease to be an Exempted Subsidiary immediately upon such prohibition ceasing to be in force or apply to such Restricted Subsidiary or upon the Company having obtained such applicable approval or registration.