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 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).

Examples of Exempted Subsidiary in a sentence

• The Company shall cause each of its future Restricted Subsidiaries (other than Persons organized under the laws of the PRC or Exempted Subsidiaries) after the Original Issue Date, a soon as practicable after it becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will guarantee the payment of the Notes as either a Subsidiary Guarantor or JV Subsidiary Guarantor.

• The Subsidiary Guarantors are holding companies that do not have significant operations.Any future Restricted Subsidiary, other than subsidiaries organized under the laws of the PRC or Exempted Subsidiaries, will provide a guarantee of the New Notes as a Subsidiary Guarantor within 30 days of becoming a Restricted Subsidiary or ceasing to be an Exempted Subsidiary.

• Suchai Jaovisidha, Independent Director and Chairman of the Audit Committee effective on November 12, 2005.Sincerely yours,(Mr. Kriengchai Boonpoapichart)Head of Finance and Investor Relations Authorized to sign on behalf of the company Appendix C.P. Seven Eleven Plc.Disclosure of Connected Transactions Regarding Financial Assistance to Not Exempted Subsidiary The Board of Directors meeting of C.P. Seven Eleven Plc.

• The following definition of “Exempted Subsidiary” is hereby added where alphabetically appropriate: “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.

• 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.

More Definitions of Exempted Subsidiary

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).

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. ’ means any Restricted Subsidiary (including, for the avoidance of doubt, any Restricted Subsidiary that is not Wholly Owned by the Parent Guarantor) organized in any jurisdiction other than the PRC that is prohibited by applicable law or regulation from providing a Subsidiary Guarantee or a JV Subsidiary Guarantee; provided that (x) the Parent Guarantor shall have failed, upon using commercially reasonable efforts, to obtain any required governmental or regulatory approval or registration with respect to such Subsidiary Guarantee or JV 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 Parent Guarantor having obtained such applicable approval or registration.

Exempted Subsidiary is hereby added where alphabetically appropriate:

Exempted Subsidiary means each of (1) Xxxxx-Regal LLC and (2) Xxxxxxxxx LLC, provided, that each such Subsidiary shall cease to be an Exempted Subsidiary at the time such Subsidiary guarantees any Indebtedness of the Company or any Guarantor, in which case such Subsidiary shall immediately execute a supplemental indenture guaranteeing the Company's obligations under the Notes and Indenture; provided further, that either such Subsidiary may execute a supplemental indenture at any time guaranteeing the Company's obligations under the Notes and this Indenture, at which time such Subsidiary shall cease to be an Exempted Subsidiary.

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.