Major Group Company definition

Major Group Company means any group company of the Issuer which is consolidated with the Issuer under the International Financial Reporting Standards and whose net profits after tax but before extraordinary items or whose net assets (in each case attributable to the Issuer) represents 15 per cent. or more of the consolidated net profits after tax but before extraordinary items or consolidated net assets (in each case attributable to the Issuer) of the Issuer and its group companies. A report of the auditors of the Issuer that in their opinion a group company of the Issuer is or is not a Major Group Company shall, in the absence of manifest error, be conclusive and binding on the Issuer and all Noteholders; and

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Major Group Company means any Group Company, together with its Subsidiaries on a consolidated basis, owns or generates more than 50% of the total assets or net assets or total revenue of all the Group Companies, calculated based on the latest audited consolidated financial statements of the Group Companies. For the avoidance of doubt, (i) any pledge or disposal of fixed assets of the Group Companies under financial leases in order to obtain loans from commercial banks or other financial institutions, or (ii) restructuring within, or transactions among, the Group Companies, shall not constitute a Trade Sale.

Major Group Company has the meaning as set forth in the Preamble.

Examples of Major Group Company in a sentence

• There has not been commenced against any Major Group Company an involuntary case under any applicable national, provincial, city, local or foreign bankruptcy, insolvency, receivership or similar Law now or hereafter in effect, or any Action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Major Group Companies or for any substantial part of its property or for the winding up or liquidation of its affairs.

• Each Major Group Company (other than the Company) shall provide to each TH Observer all notices, minutes, consents, resolutions and all other materials and information that it provides to such Major Group Company’s directors with respect to meetings of its board of directors or any such committee at the same time that such materials and information are given to its directors.

• Each Major Group Company is duly organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under, and by virtue of, the Law of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as proposed to be conducted, and to perform each of its obligations hereunder and under each of the Transaction Documents to which it is a party.

• A complete and current list of all outstanding shareholders and any other holders of the Equity Securities of each Major Group Company (other than the Company) as of the date hereof and immediately prior to the Closing is set forth in the Disclosure Schedule, indicating the type and number of shares, options or other Equity Securities held by each such shareholder, option holder or other holder of the Equity Securities.

• For so long as TH is entitled to appoint and remove the TH Director, TH may at any time appoint an observer to each Major Group Company (other than the Company) (each, a “TH Observer”) and the Major Group Companies (other than the Company) shall ensure that each TH Observer shall have the right to attend, receive notices, and speak at, all meetings of its board of directors and any committee thereof, but who shall not have the right to vote on any resolution of its board of directors or such committee.

• A complete and current list of all outstanding shareholders and any other holders of the Equity Securities of each Major Group Company (other than the Company) as of the date hereof and immediately prior to the Offshore Closing is set forth in the Disclosure Schedule, indicating the type and number of shares, options or other Equity Securities held by each such shareholder, option holder or other holder of the Equity Securities.