Liberty Subsidiary definition

Liberty Subsidiary means (i) the following subsidiaries of Liberty (as of the Indenture Consent Solicitation Date) to be contributed to the Borrower pursuant to the Reorganization Agreement: Broadband Holdco; BCY Holdings, Inc., a Delaware corporation; Celebrate Interactive LLC, a Delaware limited liability company; Centennial Rural Development, Inc., a Delaware corporation; Cool Kicks Media, LLC, a Delaware limited liability company; Evite, Inc., a Delaware corporation; Liberty Digital Commerce, LLC, a Delaware limited liability company; Liberty Interactive Advertising, LLC, a Delaware limited liability company; LIC Tree, LLC, a Delaware limited liability company; LIC Tree 2, LLC, a Delaware limited liability company; LIC Ventures Marginco, LLC, a Delaware limited liability company; LMC Lockerz, LLC, a Delaware limited liability company; LMC Social, LLC, a Delaware limited liability company; LV Basket Marginco, LLC, a Delaware limited liability company; LV Bridge; Provide Gifts, Inc., a Delaware corporation; Ventures Holdco; and any other subsidiary of Liberty contributed to the Borrower pursuant to the Reorganization Agreement, in each case including the successor of any of the foregoing Persons, and (ii) any subsidiary of the Borrower designated as a New Liberty Subsidiary in accordance with Section 6.11.
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Liberty Subsidiary means (i) the following Subsidiaries of Liberty (as of the Consent Date) to be contributed to the Issuer pursuant to the Reorganization Agreement: Broadband Holdco; BCY Holdings, Inc., a Delaware corporation; Celebrate Interactive LLC, a Delaware limited liability company; Centennial Rural Development, Inc., a Delaware corporation; Cool Kicks Media, LLC, a Delaware limited liability company; Evite, Inc., a Delaware corporation; Liberty Digital Commerce, LLC, a Delaware limited liability company; Liberty Interactive Advertising, LLC, a Delaware limited liability company; LIC Tree, LLC, a Delaware limited liability company; LIC Tree 2, LLC, a Delaware limited liability company; LIC Ventures Marginco, LLC, a Delaware limited liability company; LMC Lockerz, LLC, a Delaware limited liability company; LMC Social, LLC, a Delaware limited liability company; LV Basket Marginco, LLC, a Delaware limited liability company; LV Bridge; Provide Gifts, Inc., a Delaware corporation; Ventures Holdco; and any other Subsidiary of Liberty contributed to the Issuer pursuant to the Reorganization Agreement, in each case including the successor of any of the foregoing Persons, and (ii) any Subsidiary of the Issuer designated as a Liberty Subsidiary. A Liberty Subsidiary shall not be deemed a Restricted Subsidiary or an Unrestricted Subsidiary unless and until such Liberty Subsidiary is redesignated a Restricted Subsidiary or an Unrestricted Subsidiary, as applicable. After the Contribution Effective Time, the Issuer may designate any Subsidiary (including, without limitation, any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) as a “Liberty Subsidiary” (a “Liberty Subsidiary Designation”) only if (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Liberty Subsidiary Designation; and(ii) such Subsidiary is owned by the Issuer, a Restricted Subsidiary or a Liberty Subsidiary and its assets (x) consist of, or were purchased with the proceeds of, Contributed Ventures Assets or (y) are purchased with the proceeds of borrowings made by a Liberty Subsidiary or secured by Contributed Ventures Assets. The Issuer’s Board of Directors may redesignate (a “Redesignation”) any Liberty Subsidiary (A) as a Restricted Subsidiary if (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such ...
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Liberty Subsidiary means (i) the following entities contributed to the Borrower pursuant to the Reorganization Agreement: Broadband Holdco, LLC, a Delaware limited liability company; BCY Holdings, Inc., a Delaware corporation; Celebrate Interactive LLC, a Delaware limited liability company; Centennial Rural Development, Inc., a Delaware corporation; Cool Kicks Media, LLC, a Delaware limited liability company; Evite, Inc., a Delaware corporation; Liberty Digital -20 Commerce, LLC, a Delaware limited liability company; Liberty Interactive Advertising, LLC, a Delaware limited liability company; LIC Tree, LLC, a Delaware limited liability company; LIC Tree 2, LLC, a Delaware limited liability company; LIC Ventures Marginco, LLC, a Delaware limited liability company; LMC Lockerz, LLC, a Delaware limited liability company; LMC Social, LLC, a Delaware limited liability company; LV Basket Marginco, LLC, a Delaware limited liability company; LV Bridge; Provide Gifts, Inc., a Delaware corporation; Ventures Holdco, in each case including the successor of any of the foregoing Persons, and (ii) any subsidiary of the Borrower designated as a New Liberty Subsidiary in accordance with Section 6.11.
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Examples of Liberty Subsidiary in a sentence

  • Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Loan Party or Liberty Subsidiary from its obligations under the Loan Documents pursuant to this Section.

  • None of (a) the Borrower, any of its Subsidiaries or any of the Liberty Subsidiaries, or to the knowledge of the Borrower, such Subsidiary or such Liberty Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower, any Subsidiary or any Liberty Subsidiary that will in each case act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.

  • Nothing in the Articles of Incorporation or the Bylaws of First Liberty or any First Liberty Subsidiary provides or would provide to any person, including without limitation the First Liberty shareholders, upon execution of this Agreement, the Plan of Merger or the BB&T Option Agreement and consummation of the transactions contemplated hereby and thereby, rights of dissent and appraisal of any kind.

  • Neither First Liberty nor any First Liberty Subsidiary has or will have any liability for any such taxes in excess of the amounts so paid or reserves or accruals so established.

  • Neither First Liberty nor any First Liberty Subsidiary has taken or agreed to take any action which would or could reasonably be expected to (i) cause the Merger not to be accounted for as a pooling-of-interests or not to constitute a reorganization under Section 368 of the Code or (ii) impede or delay receipt of any consents of regulatory authorities referred to in Section 5.4(b) or result in failure of the condition in Section 6.3(b).

  • Except as disclosed in Liberty Disclosure Schedule 3.01(e) and except for immaterial omissions, the respective minute books of Liberty MHC, Liberty Bancorp, Liberty Bank and each Liberty Subsidiary contain complete and accurate records of all meetings and other material actions (corporate or otherwise) held or taken by their respective stockholders and boards of directors or boards of trustees (as applicable and including any related committees), through the date of this Agreement.

  • First Liberty has Disclosed all existing transactions, investments and loans, including loan guarantees existing as of the date hereof, to which First Liberty or any First Liberty Subsidiary is a party with any director, executive officer or 5% shareholder of First Liberty or any person, corporation, or enterprise controlling, controlled by or under common control with any of the foregoing.

  • Notwithstanding the foregoing, BB&T further agrees to indemnify all individuals who are or have been officers, directors or employees of First Liberty or any First Liberty Subsidiary prior to the Effective Time from any acts or omissions in such capacities prior to the Effective Time, to the extent that such indemnification is provided pursuant to the Articles of Incorporation of First Liberty on the date hereof and is permitted under the GBCC.

  • None of (a) the ParentBorrower, any of its Subsidiaries or any of the Liberty Subsidiaries, or to the knowledge of the ParentBorrower, such Subsidiary or such Liberty Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of the ParentBorrower, any agent of the ParentBorrower, any Subsidiary or any Liberty Subsidiary that will in each case act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.

  • Each First Liberty Subsidiary which is a depository institution is a federally chartered savings association with its deposits insured by the FDIC.


More Definitions of Liberty Subsidiary

Liberty Subsidiary means (i) the following subsidiaries of Liberty (as of the Indenture Consent Solicitation Date) to be contributed to the Borrower pursuant to the Reorganization Agreement: Broadband Holdco; BCY Holdings, Inc., a Delaware corporation; Celebrate Interactive LLC, a Delaware limited liability company; Centennial Rural Development, Inc., a Delaware corporation; Cool Kicks Media, LLC, a Delaware limited liability company; Evite, Inc., a Delaware corporation; Liberty Digital Commerce,
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Liberty Subsidiary means any corporation, 50 percent or more of the capital stock of which is owned, either directly or indirectly, by Liberty Bancorp, and includes Liberty Bank, except that it does not include any corporation the stock of which is held in the ordinary course of the lending activities of Liberty Bank.
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Liberty Subsidiary means any corporation, 50 percent or more of the capital stock of which is owned, either directly or indirectly, by Liberty Bancorp, and includes Liberty Bank, except that it does not include any corporation the stock of which is held in the ordinary course of the lending activities of Liberty Bank.
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Related to Liberty Subsidiary

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions and transactions related or incidental thereto.

  • Financing Subsidiary means an SPE Subsidiary or an SBIC Subsidiary.

  • Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • 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.

  • Non-U.S. Subsidiary means a Subsidiary of the Borrower that is not a U.S. Subsidiary.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • 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.

  • Parent Guarantor has the meaning specified in the recital of parties to this Agreement.

  • Consolidated Subsidiary means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared as of such date.

  • U.S. Subsidiary means any Subsidiary that is organized under the laws of the United States of America, any State thereof or the District of Columbia.

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

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Subsidiary Partnership means any partnership of which the partnership interests therein are owned by the General Partner or a direct or indirect subsidiary of the General Partner.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Ultimate Parent Entity means a Constituent Entity of an MNE Group that meets the following criteria:

  • Non-Guarantor Restricted Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.

  • SBIC Subsidiary means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that is (x) either (i) a “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • Excluded Subsidiary means (i) each Subsidiary, in each case, for so long as any such Subsidiary does not (on (x) a consolidated basis with its Restricted Subsidiaries, if determined on the Closing Date by reference to the Historical Financial Statements or (y) a consolidated basis with its Restricted Subsidiaries, if determined after the Closing Date by reference to the financial statements delivered to the Administrative Agent pursuant to Section 9.1(a) and (b)) constitute a Material Subsidiary, (ii) 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 9.11 (for so long as such Subsidiary remains a non-Wholly-Owned Restricted Subsidiary), (iii) any CFC Holding Company, (iv) any direct or indirect Subsidiary of a CFC or a CFC Holding Company, (v) any CFC, (vi) each Subsidiary that is prohibited by any applicable Contractual Requirement or Requirements of Law (to the extent existing on the Closing Date or, if later, the date it becomes a Restricted Subsidiary and in each case, not entered into in contemplation thereof) from guaranteeing or granting Liens to secure the Obligations or would require third-party or governmental (including regulatory) consent, approval, license or authorization to guarantee or grant such Liens to secure the Obligations (unless such consent, approval, license or authorization has been received), (vii) each Subsidiary with respect to which, as reasonably determined by the Borrower, the consequence of providing a Guarantee of the Obligations would adversely affect the ability of the Borrower and its respective Subsidiaries to satisfy applicable Requirements of Law, (viii) each Subsidiary with respect to which, as reasonably determined by the Borrower in consultation with the Administrative Agent, providing such a Guarantee would result in material adverse tax consequences, (ix) 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 shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (x) each Unrestricted Subsidiary, (xi) any Receivables Subsidiary, (xii) each other Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with assumed secured Indebtedness permitted hereunder, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such Indebtedness, in each case to the extent that, and for so long as, the documentation relating to such 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, (xiii) each Subsidiary that is a registered broker dealer and (xiv) each SPV, not-for-profit Subsidiary and captive insurance company.

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