Immaterial Domestic Subsidiaries definition

Immaterial Domestic Subsidiaries means at any time, any Domestic Restricted Subsidiary of the Company having total assets (as determined in accordance with GAAP) in an amount of less than 1% of the consolidated total assets of the Company and its Domestic Restricted Subsidiaries (as determined in accordance with GAAP); provided, however, that the total assets (as so determined) of all Immaterial Domestic Subsidiaries shall not exceed 5% of consolidated total assets of the Company and its Domestic Restricted Subsidiaries (as so determined). In the event that the total assets of all Immaterial Domestic Subsidiaries exceed 5% of consolidated total assets of the Company and its Domestic Restricted Subsidiaries, the Company will designate Domestic Restricted Subsidiaries that would otherwise be Immaterial Domestic Subsidiaries to be excluded as Immaterial Domestic Subsidiaries until such 5% threshold is met. Notwithstanding the foregoing, no Domestic Restricted Subsidiary that guarantees the Credit Agreement or any obligation thereunder shall be deemed an Immaterial Domestic Subsidiary.
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Immaterial Domestic Subsidiaries means, at any time, any Domestic Restricted Subsidiary that does not own or hold assets (after the elimination of intercompany items) in excess of an amount equal to (i) individually, 2.5% of the Consolidated Net Tangible Assets and (ii) together with all such Restricted Subsidiaries, 5.0% of the Consolidated Net Tangible Assets. Notwithstanding the foregoing, no Domestic Restricted Subsidiary that guarantees the Credit Agreement or any obligation thereunder shall be deemed an Immaterial Domestic Subsidiary.
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Immaterial Domestic Subsidiaries at any time, Domestic Subsidiaries of the Borrower having aggregate total assets (as determined in accordance with GAAP) in an amount of less than 5% of Consolidated Total Assets of the Borrower and its Domestic Subsidiaries. In the event that total assets of all Immaterial Domestic Subsidiaries exceed 5% of Consolidated Total Assets of the Borrower and its Domestic Subsidiaries, the Borrower will designate Domestic Subsidiaries which would otherwise constitute Immaterial Domestic Subsidiaries to be excluded as Immaterial Domestic Subsidiaries until such 5% threshold is met.
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Examples of Immaterial Domestic Subsidiaries in a sentence

  • Set forth on Schedule 6.13 to the Disclosure Letter is a complete and accurate list as of the Sixth Amendment Effective Date of each Subsidiary, together with (a) jurisdiction of organization, (b) number of shares of each class of Equity Interests outstanding, (c) percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (d) a notation as to which Subsidiaries are Immaterial Domestic Subsidiaries and Immaterial Foreign Subsidiary.

  • None of the Excluded Immaterial Domestic Subsidiaries (a) is a Material Subsidiary, (b) owns or operates any property that is material to the present conduct of the business of the Company and its Subsidiaries, taken as a whole or (c) has any Investment in, or Indebtedness owing from, any Loan Party.

  • Set forth on Schedule 6.13 to the Disclosure Letter (Effective Date) is a complete and accurate list as of the Effective Date of each Subsidiary, together with (a) jurisdiction of organization, (b) number of shares of each class of Equity Interests outstanding, (c) percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (d) a notation as to which Subsidiaries are Immaterial Domestic Subsidiaries and Immaterial Foreign Subsidiaries.

  • Set forth on Schedule 6.11 is a list of all the Subsidiaries of the Credit Parties, including a list setting forth Material Domestic Subsidiaries, Material Foreign Subsidiaries, Immaterial Domestic Subsidiaries, Immaterial Foreign Subsidiaries, Immaterial Guarantors and Unrestricted Subsidiaries on the Closing Date, the jurisdiction of their incorporation and the direct or indirect ownership interest of the Borrower therein.

  • Set forth on Schedule 6.13 hereto is a complete and accurate list as of the Effective Date of each Subsidiary, together with (a) jurisdiction of organization, (b) number of shares of each class of Equity Interests outstanding, (c) percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (d) a notation as to which Subsidiaries are Immaterial Domestic Subsidiaries and Immaterial Foreign Subsidiaries.

  • Set forth on Schedule 5.11 is a list of all the Subsidiaries of the Credit Parties, including a list setting forth Material Domestic Subsidiaries, Immaterial Domestic Subsidiaries, Immaterial Foreign Subsidiaries, Immaterial Guarantors and Unrestricted Subsidiaries on the Closing Date, the jurisdiction of their incorporation and the direct or indirect ownership interest of the Borrower therein.

  • Set forth on Schedule 6.13 to the Disclosure Letter is a complete and accurate list as of the Closing Date of each Subsidiary, together with (a) jurisdiction of organization, (b) number of shares of each class of Equity Interests outstanding, (c) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (d) a notation as to which Subsidiaries are Immaterial Domestic Subsidiaries and Immaterial Foreign Subsidiary.

  • Name Jurisdiction Corporate Ownership Guarantor Restricted Unrestricted Specified Immaterial Domestic Subsidiaries Xxxxxxx Global, Inc.

  • Set forth on Schedule 6.13 to the Disclosure Letter is a complete and accurate list as of the Effective Date of each Subsidiary, together with (a) jurisdiction of organization, (b) number of shares of each class of Equity Interests outstanding, (c) percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (d) a notation as to which Subsidiaries are Immaterial Domestic Subsidiaries and Immaterial Foreign Subsidiary.

  • Other than Immaterial Domestic Subsidiaries that have become Subsidiary Guarantors, each Immaterial Domestic Subsidiary (including Dormant Subsidiaries) generated EBITDA (or Pro Forma EBITDA in the case of a Permitted Acquisition) of less than $1,000,000 on a pro forma basis for the four Fiscal Quarter period most recently completed and had assets with a net book value of less than $3,000,000.


More Definitions of Immaterial Domestic Subsidiaries

Immaterial Domestic Subsidiaries means each of Mt. Xxxxx Commerce Park, LLC, Century Aluminum of West Virginia, Inc., Virgin Islands Alumina Corporation LLC, Century California, LLC, Xxxxxxx Aluminum LLC, Century Aluminum of Kentucky LLC, Century Louisiana, Inc. and Century Anodes US, Inc.
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Immaterial Domestic Subsidiaries means, at any time, Domestic Restricted Subsidiaries (i) having aggregate total assets (as determined in accordance with GAAP) not exceeding 7.5% of Consolidated Total Assets and (ii) contributing in the aggregate less than 7.5% to Consolidated EBITDA for the period of twelve consecutive fiscal months most recently ended for which financial statements are available. In the event that the total assets of all Immaterial Domestic Subsidiaries exceed 7.5% of Consolidated Total Assets or 7.5% of Consolidated EBITDA, the Company will designate Domestic Restricted Subsidiaries that would otherwise be Immaterial Domestic Subsidiaries to be excluded as Immaterial Domestic Subsidiaries until such applicable threshold is met. Notwithstanding the foregoing, no Domestic Restricted Subsidiary that guarantees the Credit Agreement or any obligation thereunder shall be deemed an Immaterial Domestic Subsidiary.
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Immaterial Domestic Subsidiaries at any time, Domestic Subsidiaries of the Company having aggregate total assets (as determined in accordance with GAAP) in an amount of less than 5% of Consolidated Total Assets of the Company and its Domestic Subsidiaries as of the last day of the immediately preceding fiscal quarter for which financial statements are available. In the event that total assets of all Immaterial Domestic Subsidiaries exceed 5% of Consolidated Total Assets of the Company and its Domestic Subsidiaries as of the last day of the immediately preceding fiscal quarter for which financial statements are available, the Company will designate Domestic Subsidiaries which would otherwise constitute Immaterial Domestic Subsidiaries to be excluded as Immaterial Domestic Subsidiaries until such 5% threshold is met.
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Immaterial Domestic Subsidiaries means each of Mt. Holly Commerce Park, LLC, Century Aluminum of West Virginia, Inc., Virgin Islands Alumina Corporation LLC, Century California, LLC, Hancock Aluminum LLC, Century Aluminum of Kentucky LLC, Century Louisiana, Inc. and Century Anodes US, Inc.
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Immaterial Domestic Subsidiaries means, at any time of determination, those Persons that each become a Domestic Subsidiary after the date hereof and that Company has most recently identified as an Immaterial Domestic Subsidiary to Administrative Agent; provided, that (i) the Domestic Subsidiaries constituting Immaterial Domestic Subsidiaries, on a consolidated basis with each other and with each of their direct and indirect Subsidiaries, shall collectively (a) account for less than 10% of Consolidated Net Income for the Fiscal Year most recently ended, and (b) own less than 10% of the consolidated assets of Company and its Subsidiaries as at the end of such Fiscal Year, and (ii) each Domestic Subsidiary identified as an Immaterial Domestic Subsidiary, on a consolidated basis with its direct and indirect Subsidiaries, shall (a) account for less than 5% of Consolidated Net Income for the Fiscal Year most recently ended, and (b) own less than 5% of the consolidated assets of Company and its Subsidiaries as at the end of such Fiscal Year, (iii) if any Person identified by Company most recently as an Immaterial Domestic Subsidiary shall fail to meet the requirements of clause (ii), Company shall promptly notify Administrative Agent of such failure and such Person shall thereupon cease to be an Immaterial Domestic Subsidiary, and (iv) if the Persons identified by Company most recently as Immaterial Domestic Subsidiaries shall fail in the aggregate to meet the requirements of clause (i), Company shall promptly notify Administrative Agent of such failure and identify which of such Persons Company has determined shall no longer be Immaterial Domestic Subsidiaries, and thereupon each such Person so identified shall cease to be an Immaterial Domestic Subsidiary. For purposes of this definition, if a Person becomes a Domestic Subsidiary during a Fiscal Year, net income of such Person (and its direct and indirect consolidated Subsidiaries that concurrently become Subsidiaries) accrued prior to the date such Person becomes a Domestic Subsidiary (as reflected in historical financial statements of such Person, which shall have been delivered to Administrative Agent on or prior to designation of such Person as an Immaterial Domestic Subsidiary) shall be included in Consolidated Net Income for such Fiscal Year for purposes of calculating the percentage of Consolidated Net Income that is accounted for by such Domestic Subsidiary.
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Related to Immaterial Domestic Subsidiaries

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

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

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

  • 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).

  • SBIC Subsidiary means a Wholly-Owned Investment Sub that is licensed by the Small Business Administration (the “SBA”) to operate under the Small Business Investment Act of 1958, as amended, (the “SBA Act”) as a small business investment company (an “SBIC”).

  • Domestic Restricted Subsidiary means any Domestic Subsidiary that is a Restricted Subsidiary.

  • Wholly Owned Restricted Subsidiary of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.