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 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.

  • 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.

  • Schedule 4.2 of the Disclosure Letter correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date and indicates which Subsidiaries are First Tier Foreign Subsidiaries.

  • All determinations with regard to the classification of entities described herein, including Loan Parties, Guarantors, Subsidiaries, First Tier Foreign Subsidiaries and Foreign Subsidiaries, shall be made with reference to Schedule 5.1.15.

  • AND PRO RATA SHARES Lender Term Loan Commitment Pro Rata Share Opus Bank USD $ 15,000,000 100 % TOTAL USD $ 15,000,000 100 % Credit Agreement Schedule 5.01 SCHEDULE 5.01 Subsidiaries; Material Subsidiaries and First Tier Foreign Subsidiaries Subsidiaries of Adesto: - Artemis Acquisition LLC - Adesto Technologies France - Adesto Technologies UK - Adesto Technologies Corporation Limited Schedule of First Tier Foreign Subsidiaries None.

  • Guarantors have agreed to guarantee the obligations of the Borrower hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of their respective assets, including a pledge of all of the Equity Interests of each of their respective Domestic Subsidiaries other than MECW and not less than 65% of all the Equity Interests of each of their respective First Tier Foreign Subsidiaries.

  • 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.

  • Third Amended and Restated Stock Pledge Agreement, duly executed on behalf of the Borrower, each Restricted Subsidiary owning Capital Stock in a U.S. Restricted Subsidiary, and a sufficient number of Restricted Subsidiaries as is necessary to pledge under U.S. Law 65% of the Voting Stock of the First Tier Foreign Subsidiaries, in substantially the form of Exhibit F attached hereto (such agreement as it may be further amended, modified or supplemented from time to time, the "STOCK PLEDGE AGREEMENT").

  • Concurrently herewith certain of the Guarantors and Grantors are executing and delivering to the Administrative Agent, for the benefit of the Secured Parties, a Securities Pledge Agreement (the “Securities Pledge Agreement”) pursuant to which each Guarantor and Grantor party thereto is pledging to the Administrative Agent, for the benefit of the Secured Parties, all of its Equity Interests in its Domestic Subsidiaries and 66% of its Equity Interests in its First Tier Foreign Subsidiaries.


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 each Foreign Subsidiary with respect to which any one or more of the Borrower and its Domestic Subsidiaries directly owns or Controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.

  • 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.

  • 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 means any Subsidiary that is not a Domestic Subsidiary.

  • Excluded Subsidiaries (a) any Domestic Subsidiary that is prohibited by law, regulation or by any Contractual Obligation existing on the Closing Date or on the date such Subsidiary is acquired (so long as such prohibition is not created in contemplation of such acquisition) from providing a Guarantee Obligation in respect of the Obligations (and for so long as such restrictions or any replacement or renewal thereof is in effect) or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such Guarantee Obligation (unless such consent, approval, license or authorization has already been obtained) or where the provision of such guaranty could result in material adverse tax consequences to the Borrower or such Subsidiary as reasonably determined by the Borrower in consultation with the Administrative Agent, (b) any Subsidiary that is a Disregarded Domestic Person, (c) any Subsidiary that is a direct or indirect Subsidiary of an Excluded Subsidiary, (d) any captive insurance Subsidiary that provides workers compensation and/or health insurance to members of the Consolidated Group, (e) any not-for-profit Subsidiary, (f) any Subsidiary that is a special purpose entity, (g) any Foreign Subsidiary, (h) solely in respect of Excluded Swap Obligations, any Excluded Swap Guarantor, (i) each Subsidiary designated as an Excluded Subsidiary on Schedule 6.13 as of the Closing Date and (j) subject to Section 8.15, any other Subsidiary designated by the Borrower from time to time after the date hereof in connection with (i) any CMBS Financing, (ii) any Joint Venture, (iii) any Permitted Acquisition or (iv) the entrance into any new operating lease, capital lease, management contract or other Contractual Obligation that, in each case of the foregoing clauses (i), (ii), (iii) and (iv), was entered into for bona fide business purposes and that the Borrower reasonably believes in good faith would prohibit such Subsidiary from becoming a Guarantor hereunder; and provided that, in each case, (x) immediately before and after such designation, no Event of Default shall have occurred and be continuing, and (y) immediately after giving effect to such designation, the Company and its Subsidiaries shall be in compliance on a Pro Forma Basis with the Financial Covenants.

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

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • 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.

  • 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 Company.

  • Excluded Equity Interests means (a) any Equity Interests with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of pledging such Equity Interests in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom, (b) solely in the case of any pledge of Equity Interests of any Foreign Subsidiary or FSHCO (in each case, that is owned directly by the Borrower or a Guarantor) to secure the Obligations, any Equity Interest that is Voting Stock of such Foreign Subsidiary or FSHCO in excess of 65% of the Voting Stock of such Subsidiary, (c) any Equity Interests to the extent the pledge thereof would be prohibited by any Requirement of Law, (d) in the case of (i) any Equity Interests of any Subsidiary to the extent the pledge of such Equity Interests is prohibited by Contractual Requirements existing on the Closing Date or at the time such Subsidiary is acquired (provided that such Contractual Requirements have not been entered into in contemplation of such Subsidiary being acquired), or (ii) any Equity Interests of any Subsidiary that is not a Wholly owned Subsidiary at the time such Subsidiary becomes a Subsidiary, any Equity Interests of each such Subsidiary described in clause (i) or (ii) to the extent (A) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable Requirements of Law), (B) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (B) shall not apply if (1) such other party is a Credit Party or a Wholly owned Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent)) and only for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or a Wholly owned Subsidiary) to any Contractual Requirement governing such Equity Interests the right to terminate its obligations thereunder (other than customary non-assignment provisions that are ineffective under the Uniform Commercial Code or other applicable Requirement of Law), (e) the Equity Interests of any Immaterial Subsidiary (unless a security interest in the Equity Interests of such Subsidiary may be perfected by filing an “all assets” UCC financing statement) and any Unrestricted Subsidiary, (f) the Equity Interests of any Subsidiary of a Foreign Subsidiary or FSHCO, (g) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests would result in material adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower, (h) any Equity Interests set forth on Schedule 1.1(b) which have been identified on or prior to the Closing Date in writing to the Administrative Agent by an Authorized Officer of the Borrower and agreed to by the Administrative Agent and (i) Margin Stock.

  • Immaterial Domestic Subsidiary means any Domestic Subsidiary of the Borrower 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) each Immaterial Subsidiary, (b) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 8.10 (for so long as such Subsidiary remains a non-Wholly-Owned Subsidiary), (c) each Subsidiary (i) that is prohibited by any applicable Requirement of Law or Contractual Requirement (with respect to any such Contractual Requirement, only to the extent existing on the Closing Date or on the date such Person becomes a Subsidiary of the Company and not entered into in contemplation thereof) from guaranteeing the Obligations (and for so long as such restriction or any replacement or renewal thereof is in effect), (ii) that would require consent, approval, license or authorization to provide a Guarantee of the Obligations from a Governmental Authority (unless such consent, approval, license or authorization has been received) or for which the provision of such Guarantee would result in material adverse tax consequences to the Company or one or more of its Subsidiaries (as reasonably determined by the Company in consultation with the Administrative Agent) or (iii) that is a CFC (or a Subsidiary of a CFC) or FSHCO, (d) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations would be excessive in view of the benefits to be obtained by the Lenders therefrom, (e) each Unrestricted Subsidiary, (f) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with secured Indebtedness permitted to be incurred pursuant to Section 9.04, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such secured Indebtedness, in each case, to the extent that, and for so long as, the documentation relating to such secured Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment permitted hereunder and (g) any special purpose entity (including any not-for-profit entity).