Material Company Subsidiary definition

Material Company Subsidiary means any Subsidiary of the Company that is listed in Section 3.1(b) of the Company Disclosure Letter.

Material Company Subsidiary means a Company Subsidiary that qualifies as a “significant subsidiary” of the Company as such term is defined in Rule 1-02(w) of Regulation S-X promulgated under the Securities Act.

Material Company Subsidiary means each Company Subsidiary that (i) constitutes a significant subsidiary within the meaning of Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC") or (ii) is party to an agreement pursuant to which such Company Subsidiary or another Company Subsidiary distributes programming or licenses programming from any person other than a Company Subsidiary and is listed in Section 3.01(a) of the letter from the Company, dated the date of this Agreement, addressed to Parent (the "Company Disclosure Letter") (a "Company Programming Subsidiary"). The Company is not in violation of any provision of its Restated Articles of Incorporation or By-laws and no Material Company Subsidiary is in violation of any provision of its certificate of incorporation, by-laws or comparable organizational documents, except to the extent that such violations would not, individually or in the aggregate, have a Company Material Adverse Effect.

Examples of Material Company Subsidiary in a sentence

• All the outstanding shares of capital stock of each such Material Company Subsidiary have been validly issued and are fully paid and nonassessable and, except as set forth in Section 3.01(b) of the Company Disclosure Letter, are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens").

• Section 3.01(b) of the Company Disclosure Letter sets forth each Material Company Subsidiary and the ownership or interest therein of the Company.

• There are no restrictions on the Company with respect to voting the stock of any Material Company Subsidiary.

• The Company is not in violation of any provision of its Restated Articles of Incorporation or By-laws and no Material Company Subsidiary is in violation of any provision of its certificate of incorporation, by-laws or comparable organizational documents, except to the extent that such violations would not, individually or in the aggregate, have a Company Material Adverse Effect.

• Except as set forth in Section 2.13 of the Company Disclosure Schedule, there is no writ, order, injunction, judgment or decree in effect or, to the knowledge of the Company, threatened, that is applicable to the Company or any Material Company Subsidiary or by which any of their respective properties or assets is bound and that, individually or in the aggregate, would reasonably be expected to be material to the business of the Company and the Company Subsidiaries taken as a whole.

More Definitions of Material Company Subsidiary

Material Company Subsidiary means the Company Subsidiaries set forth in Schedule 1 to this Agreement.

Material Company Subsidiary has the meaning set forth in Section 5.1(b)(ii);

Material Company Subsidiary means the Subsidiaries of the Company listed on Exhibit 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Material Company Subsidiary means the Company Subsidiaries set forth on Exhibit D. The list of Company Subsidiaries set forth on Exhibit D includes, without limitation, each “significant subsidiary” of the Company which meets the conditions set forth in Rule 1-02(w)(2) of Regulation S-X under the Exchange Act tested based upon a balance sheet as of June 30, 2019.

Material Company Subsidiary means the following Company Subsidiaries: (a) Right Management Consultants Pty. Ltd., (b)

Material Company Subsidiary means the Subsidiaries of the Company set forth on Section 10.4(l) of the Company Disclosure Schedule.

Material Company Subsidiary means any Company Subsidiary other than any Company Subsidiary that (i) does not engage in any type of business activity (other than organizational or winding-up activities), (ii) does not own or possess any assets having a fair market value in excess of $15,000 in the aggregate (other than certain licenses which are in the process of being terminated or transferred), (iii) does not have any indebtedness for borrowed money and (iv) has not entered into a lease or sublease of any real property.