First Tier Foreign Subsidiaries definition

First Tier Foreign Subsidiaries has the meaning specified in Section 7.13(a)(ii).
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First Tier Foreign Subsidiaries means, at any date of determination, each Foreign Subsidiary in which any one or more of the Borrower and its Domestic Subsidiaries owns directly more than 50%, in the aggregate, of the Voting Stock of such Foreign Subsidiary.
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First Tier Foreign Subsidiaries as defined in Section 8.8(j)(i).
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Examples of First Tier Foreign Subsidiaries in a sentence

  • The Credit Parties will not permit the aggregate portion of Consolidated EBITDA for any period attributable to First Tier Foreign Subsidiaries which are not Material Foreign Subsidiaries to exceed 10% of Consolidated EBITDA for such period.

  • The Initial Borrower may also at any time voluntarily cause any of its Wholly Owned Subsidiaries (other than First Tier Domestic Subsidiaries or First Tier Foreign Subsidiaries) to become a Guarantor hereunder by way of execution of a Joinder Agreement.

  • All licensing boards shall promptly report to the coordinated licensure information system any adverse action, any current significant investigative information, denials of applications (with the reasons for such denials) and nurse participation in alternative programs known to the licensing board regardless of whether such participation is deemed nonpublic or confidential under state law.

  • The assets described in Exhibit A as of the time of this Pledge Agreement are all of the issued and outstanding equity interests of the entities described therein, except with respect to any First Tier Foreign Subsidiaries in which case they are only 65% of such issued and outstanding equity interests.

  • Notwithstanding the foregoing and anything else in any Loan Document, in no event shall any payment (or portion thereof) by, or proceeds from the sale of the assets of, the Foreign Borrower, any Foreign Subsidiary, any Foreign Holding Company (other than 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in First Tier Foreign Subsidiaries of such Foreign Holding Company), or, in each case, any Subsidiary thereof shall be applied towards any Obligations of Domestic Loan Parties.

  • The importance of memory size translates to an emphasis on code size which is dictated by the application.

  • On or prior to the date that is 90 days following the Closing Date, the Borrower will have delivered to the Lender original stock certificates or other certificates evidencing 66% of the Capital Stock of all Material First Tier Foreign Subsidiaries, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof.

  • Notwithstanding anything to the contrary in this Agreement, (i) the Collateral Agent shall not require perfection under applicable foreign law of any pledge of Equity Interests in Immaterial First Tier Foreign Subsidiaries and (ii) perfection under applicable foreign law of any pledge of Equity Interests in the Foreign Subsidiaries set forth on Schedule 4.01(b) shall not be required as of the Closing Date, but rather shall be required within the time periods specified in Schedule 4.01(b).

  • The first sentence of Section 6.15 of the Credit Agreement is amended and restated in its entirety to read as follows: 4 Set forth on Schedule 6.15 is a complete and accurate list of all Subsidiaries of each Credit Party and identifies which of such Subsidiaries are Material Domestic Subsidiaries and Material First Tier Foreign Subsidiaries.

  • Section 1.956-2(c)(2)) that is owned by the Credit Parties in each of the following First Tier Foreign Subsidiaries (to the extent such Capital Stock is owned by the Credit Parties): Hyster Singapore Pte Ltd, N.M.H Holding B.V., NACCO Materials Handling Group Brasil Ltd., NMHG Australia Holding PTY Ltd., and NMHG Mexico, S.A. de C.V.; and (ii) favorable foreign counsel legal opinions with respect thereto, in form and substance reasonable acceptable to the Administrative Agent.


More Definitions of First Tier Foreign Subsidiaries

First Tier Foreign Subsidiaries means (i) F.W. Gestao E Servicos S.A., (ii) Xxxxxx Xxxxxxx Canadian Resources Limited, (iii) La Societe D'Energie Xxxxxx Xxxxxxx Ltee, (iv) Calabria Ambiente S.P.A., (v) Xxxxxx Xxxxxxx Power Systems S.A., (vi) Xxxxxxxxx Process Systems GmbH, (vii) HFM Tray Canada, (viii) Xxxxxx Xxxxxxx Ingenieros y Constructores S.A. de C.V., (ix) Xxxxxx Xxxxxxx America Latina, Ltda., (x) P.E. Consultants, Inc., (xi) Oy Bioflow A.B., (xii) Xxxxxx Xxxxxxx Power Machinery Company Limited, (xiii) Xxxxxx Xxxxxxx Constructores de Mexico S. de X.X. de C.V., (xiv) Xxxxxx Xxxxxxx Caribe Corporation, C.A., (xv) Xxxxxx Xxxxxxx Adibi Engineering, (xvi) Xxxxxx Xxxxxxx Australia Proprietary Limited, (xvii) Xxxxxx Xxxxxxx Continental B.V., (xviii) Xxxxxx Xxxxxxx N.V., (xix) Xxxxxx Xxxxxxx Europe B.V., (xx) Xxxxxx Xxxxxxx Bimas Birlesik Insaat ve Muhendisik A.S., (xxi) Xxxxxx Xxxxxxx Vietnam Private LTD, (xxii) Xxxxxx Xxxxxxx Andina S.A., (xxiii) Xxxxxx Xxxxxxx (Malaysia) Sdn. Bhd. and (xxiv) Xxxxxx Xxxxxxx (Thailand) Limited. "Xxxxxx Xxxxxxx Continental U.S., Inc." shall mean Xxxxxx Xxxxxxx Continental U.S., Inc., a Delaware corporation.
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First Tier Foreign Subsidiaries means and include Stream Canada, Stream UK, Stream BV, Stream Service BV, Stream Germany, ECE Ireland, Stream Bermuda, Stream Italy, Stream Spain, Stream Poland, Stream Sweden, and, in the sole discretion of Agent or Term B Agent, any other corporation or limited liability entity incorporated outside of the United States of America which is directly owned by a US Borrower or SHC; provided, however, solely to the extent that Borrowers inform Agent and Term B Agent within thirty (30) days of the Closing Date (or thirty (30) days of such later date that Agent or Term B Agent requests the inclusion of any other Foreign Subsidiary as a First Tier Foreign Subsidiary) that the pledge of the equity interests in such Foreign Subsidiary to Agent which could reasonably be expected to constitute a violation of applicable law or which could reasonably be expected to result in an adverse tax effect on any Loan Party, such affected Foreign Subsidiary shall not be considered a First Tier Foreign Subsidiary for any purpose under this Agreement.
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First Tier Foreign Subsidiaries means any Restricted Subsidiary organized outside the United States that (1) is directly owned by GXS or a Guarantor and (2) generated revenue of greater than $25.0 million in the most recently completed fiscal year ending prior to the date of determination for which financial statements are available.
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Related to First Tier Foreign Subsidiaries

  • First Tier Foreign Subsidiary means a Foreign Subsidiary, the Equity Interests of which are directly owned by the Borrower or a Domestic Subsidiary that is not a Subsidiary of a Foreign Subsidiary.

  • Foreign Subsidiaries means Subsidiaries of Borrower which are organized under the laws of a jurisdiction other than the United States of America, any State of the United States or any political subdivision thereof.

  • Direct Foreign Subsidiary means a Subsidiary other than a Domestic Subsidiary a majority of whose Voting Securities, or a majority of whose Subsidiary Securities, are owned by the Borrower or a Domestic Subsidiary.

  • Excluded Foreign Subsidiaries any Foreign Subsidiary in respect of which either (i) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

  • Designated Foreign Subsidiaries means all members of the Company Group that are organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Foreign Subsidiary Holdco any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an ownership interest in any such Capital Stock.

  • Foreign Subsidiary means any Subsidiary that is not a Domestic Subsidiary.

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined on a consolidated basis in accordance with GAAP in good faith by a Responsible Officer.

  • Excluded Subsidiaries means any Subsidiary of any Holding Company that is not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary); provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization); (i) with respect to which the Borrower (in consultation with the Administrative Agent) reasonably determines that guaranteeing or granting Liens to secure any of the Secured Obligations would result in material adverse tax consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a Securitization Subsidiary; (m) organized or incorporated outside of the United States or any state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness permitted hereunder and not incurred in contemplation of such Permitted Acquisition or other Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor (provided that each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable).

  • Wholly-Owned Foreign Subsidiary means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary.

  • Immaterial Foreign Subsidiary means any Foreign Subsidiary of the Borrower that is not a Material Foreign Subsidiary.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Material Foreign Subsidiary means any Foreign Subsidiary that is a Material Subsidiary.

  • Restricted Foreign Subsidiary means a Foreign Subsidiary that is a Restricted Subsidiary.

  • Excluded Foreign Subsidiary any Foreign Subsidiary in respect of which either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

  • Eligible Foreign Subsidiary means any Foreign Subsidiary that is approved from time to time by the Administrative Agent and each of the Lenders.

  • Affected Foreign Subsidiary means any Foreign Subsidiary to the extent such Foreign Subsidiary acting as a Subsidiary Guarantor would cause a Deemed Dividend Problem.

  • U.S. Subsidiaries means all such Subsidiaries.

  • Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • Immaterial Domestic Subsidiary means any Domestic Subsidiary that is not a Material Domestic Subsidiary.

  • Domestic Subsidiary means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.