Foreign Subsidiary Shares definition

Foreign Subsidiary Shares means all of the outstanding shares of capital stock of, equity quotas (“partes sociales”) or other equity interests in (i) ClosetMaid Comercializadora, (ii) ClosetMaid Reynosa and (iii) ClosetMaid China, as the case may be.
Sample 1Sample 2Sample 3
Foreign Subsidiary Shares as defined in the recitals.
Sample 1
Foreign Subsidiary Shares means all shares held by the Vendors in the foreign subsidiaries listed in Schedule "D";
Sample 1

Examples of Foreign Subsidiary Shares in a sentence

  • The transactions described in this Section 1.1 will be effected in such manner that (a) Newco will own all of the Foreign Subsidiary Shares, (b) Newco will have no other assets or liabilities (other than its initial 25,000 Euro cash capitalization) and (c) STEAG will own 100% of the issued and outstanding capital stock of Newco (the "Newco Shares" and, together with the Direct Subsidiary Shares, the "STEAG Shares").

  • Prior to the Closing (as defined below in Section 2.4), STEAG shall transfer and deliver, whether by capital contribution, sale or otherwise, the Foreign Subsidiary Shares to Newco, notarized in accordance with applicable law as necessary to effect their transfer.

  • Thereafter, STEAG will use commercially reasonable efforts to cause Newco to become the owner, in accordance with all applicable legal requirements, of the Foreign Subsidiary Shares.

  • After p has decided (dec = true), T 0 broadcasts DEC(v) messages informing neighbors of the decided value.Tasks T 1 and T 3 handle the reception of messages of type VAL(.) and DEC(.) respectively.

  • The Parent and Merger Sub hereby acknowledge that the Shares and Foreign Subsidiary Shares have not been registered pursuant to the Securities Act and may not be transferred in the absence of such registration or an exemption therefrom under the Securities Act.

  • The Bailee shall not be responsible to any Benefited Party for any recital, statement, representation or warranty in any Noteholder Documents, Credit Facility Documents or any certificate representing the Pledged Foreign Subsidiary Shares or for any Lien thereunder or the perfection or priority of any such Lien.

  • The SPSC included frontline employees, managers and leaders of the organization.

  • A POR proves that a node is investing memory or storage resources to store a tar- get file or file fragment.

  • Prior to the Standstill Termination Date, the Bailee shall deliver the certificates representing the Pledged Foreign Subsidiary Shares to or as directed by the Administrative Agent.

  • Subject to the terms and conditions of this Agreement and the Share Purchase Agreements, the Shareholder and Company will sell or cause the sale of, and the Parent will purchase or cause the purchase of, the applicable Foreign Subsidiary Shares to the applicable Subsidiary of Parent as set forth on Schedule 1.3.


More Definitions of Foreign Subsidiary Shares

Foreign Subsidiary Shares means all Subsidiary Shares in Foreign Subsidiaries.
Sample 1

Related to Foreign Subsidiary Shares

  • Foreign Subsidiary Voting Stock the voting Capital Stock of any Foreign Subsidiary.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • 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.

  • Subsidiary Shares shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Foreign Subsidiary Holding Company means any Subsidiary of the Company which is organized under the laws of the United States of America or any State thereof or the District of Columbia, substantially all of the assets of which consist of the Capital Stock or Indebtedness of one or more Foreign Subsidiaries (or Restricted Subsidiaries thereof) and other assets relating to an ownership interest in such Capital Stock or Indebtedness.

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

  • Foreign Subsidiaries means each Subsidiary of a Borrower 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.

  • Pledged Equity Interests means all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests, Pledged Trust Interests and Pledged Alternative Equity Interests.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

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

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Equity Interests means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

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

  • First Tier Foreign Subsidiary means any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code and the Equity Interests of which are owned directly by any Credit Party.

  • New Equity Interests means the limited liability company

  • 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.

  • Subsidiary Securities means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary, whether or not constituting a "security" under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

  • Voting Equity Interests means Equity Interests in a corporation or other Person with voting power under ordinary circumstances entitling the holders thereof to elect the Board of Directors or other governing body of such corporation or Person.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

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

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

  • 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.

  • Pledged Equity Interest means an Equity Interest that is included in the Collateral at such time.

  • 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.