Material Foreign Subsidiaries means each wholly-owned Foreign Subsidiary of the Borrower other than (a) (i) Subsidiaries which, as of the most recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.11(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.11(a) or (b), the most recent financial statements referred to in Section 3.09(a)), contributed less than $1,000,000 of Consolidated EBITDA for such period or (ii) Subsidiaries which contributed less than $1,000,000 of Consolidated Total Assets as of such date.
Material Foreign Subsidiaries means any Foreign Subsidiary of the Company with assets that appear on the consolidated balance sheet of the Company and its Subsidiaries (prepared in accordance with GAAP), less goodwill and other intangibles, equal to or greater than $25,000,000 at any time; provided that Checkpoint Systems Japan Co. Ltd. shall not constitute a Material Foreign Subsidiary.
Material Foreign Subsidiaries means each Foreign Subsidiary which, as of the most recent fiscal quarter of Holdings, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01, contributed greater than ten percent (10%) of Total Assets as of such date; provided that, if at any time the aggregate amount of the Total Assets of all Foreign Subsidiaries that are not Material Foreign Subsidiaries exceeds ten percent (10%) of Total Assets as of the end of any such fiscal quarter, Holdings (or, in the event Holdings has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Foreign Subsidiaries as “Material Foreign Subsidiaries” to eliminate such excess, and such designated Foreign Subsidiaries shall for all purposes of this Agreement constitute Material Foreign Subsidiaries.
Examples of Material Foreign Subsidiaries in a sentence
This method, however, requires a large anechoic chamber for far field antenna pattern measurement and support from a special chip-set to report DUT complex antenna patterns in a non-intrusive manner.
The opinion of Shutts & Bowen, LLP substantially in the form of Exhibit E, and such other opinions of counsel as the Bank may reasonably require including the opinion of legal counsel, acceptable by the Bank, from an attorney licensed to practice in each country where such Material Foreign Subsidiaries whose stock or other securities are being pledged pursuant to any Pledge Agreement are organized.
Each of the Loan Parties and their respective Restricted Subsidiaries (other than Excluded Subsidiaries) is a limited liability company, corporation, partnership or foreign equivalent (with respect to Material Foreign Subsidiaries) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation (which jurisdiction, as of the Fourth Amendment and RestatementEffective Date, is set forth on Schedule 5.3(A)).
Material Foreign Subsidiaries and Foreign Subsidiaries holding Equity Interests in Material Subsidiaries (Line H) are required to be Affiliate Foreign Guarantors.
In addition, the terms of the Shelf Agreement referred to in Item 2.03 below require us to pledge equity securities of our Material Foreign Subsidiaries (as defined in the Shelf Agreement) as collateral for the debt.
More Definitions of Material Foreign Subsidiaries
Material Foreign Subsidiaries means all Foreign Subsidiaries other than (i) Monetization Subsidiaries and (ii) those Foreign Subsidiaries that in the aggregate (a) have total assets less than five percent (5%) of the total assets of the Borrower and its Consolidated Subsidiaries measured on a consolidated basis in accordance with GAAP as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b), or (b) have Consolidated EBITDA that is less than five percent (5%) of the Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries measured on a consolidated basis in accordance with GAAP for the four Fiscal Quarter period ending on the last day of the Fiscal Quarter for which the most recent financial statements required under Section 5.1(a) or (b) have been delivered, but in any event including each First-Tier Foreign Subsidiary that has total assets or Consolidated EBITDA in an amount that equals or exceeds (x) two and one-half percent (2.5%) of the total assets of the Borrower and its Consolidated Subsidiaries measured on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b), or (y) two and one-half percent (2.5%) of the Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries measured on a consolidated basis in accordance with GAAP for the four Fiscal Quarter period ending on the last day of the Fiscal Quarter for which the most recent financial statements required under Section 5.1(a) or (b) have been delivered.
Material Foreign Subsidiaries means each Foreign Subsidiary which, as of the most recent fiscal quarter of Holdings, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01, contributed greater than ten percent (10%) of Total Assets as of such date; provided that, if at any time the aggregate amount of the Total Assets of all Subsidiaries that are not Material Foreign Subsidiaries exceeds ten percent (10%) of Total Assets as of the end of any such fiscal quarter, Holdings (or, in the event Holdings has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Subsidiaries as “Material Foreign Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Foreign Subsidiaries.
Material Foreign Subsidiaries means each of Holdings’ Foreign Subsidiaries listed on Schedule 1.01C).
Material Foreign Subsidiaries means each of Holdings’ Foreign Subsidiaries listed on Schedule 1.01C). “Material Real Property” means any real property owned by any Loan Party with a cost or book value in excess of $4,500,000. “Material Subsidiary” means any Material Domestic Subsidiary or any Material Foreign Subsidiary. “Maturity Date” means (i) with respect to the Initial Term B Loans, the date that is seven years after the Closing Date, (ii) with respect to any tranche of Extended Loans, the final maturity date as specified in the applicable Extension Offer accepted by the respective Lender or Lenders, (iii) with respect to any Other Loans, the final maturity date as specified in the applicable Refinancing Amendment and (iv) with respect to any Incremental Loans, the final maturity date as specified in the applicable Incremental Amendment; provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately preceding such day. “Maximum Rate” has the meaning specified in Section 10.10. “Maximum Tender Condition” has the meaning specified in Section 2.16(b). “Merger” has the meaning specified in the introductory paragraph of this Agreement. “Merger Sub 1” has the meaning specified in the introductory paragraph to this Agreement. “Merger Sub 2” means Neon Acquisition Company LLC, a Delaware limited liability company. “Merger Sub 3” has the meaning specified in the introductory paragraph to this Agreement. “Minimum Extension Condition” has the meaning specified in Section 2.14(b). “Minimum Tender Condition” has the meaning specified in Section 2.16(b). “Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto. “Mortgage Policies” has the meaning specified in Section 6.13(b)(iv). “Mortgaged Properties” means each Material Real Property listed on Schedule 1.01B and after each other Material Real Property, if any, that is subject to a Mortgage delivered pursuant to Section 6.11 or Section 6.13. “Mortgages” means collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Lenders in form and substance reasonably satisfactory to the Collateral Agent. “Multiemployer Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which any Loan Party or any of its respective ERISA Affiliates makes or is obligated to make contributions, or during the preceding five ...
Material Foreign Subsidiaries means, at any time, (a) Canadian Air Drilling Services Ltd., an Alberta, Canada corporation, Specialty Testing & Consulting Ltd., an Alberta, Canada corporation, Dailxx Xxxional Headquarters, S.A., a Venezuela corporation, Dailxx xx Venezuela, S.A., a Venezuela corporation, GL/95 Servicios, C.A., a Venezuela corporation, and Air Drilling Services de Venezuela, C.A., a Venezuela corporation, and (b) any other Foreign Subsidiary that, together with its Subsidiaries, (i) accounted for more than 5% of the revenue of the Borrower and its Subsidiaries determined on a consolidated basis for the then most recently completed fiscal year of the Borrower, or (ii) was the owner of more than 5% of the assets of the Borrower and its Subsidiaries determined on a consolidated basis at the end of such fiscal year of the Borrower, all as shown in the case of (i) and (ii) on the consolidated financial statements of the Borrower and its Subsidiaries for such fiscal year of the Borrower."
Material Foreign Subsidiaries means Direct Foreign Subsidiaries of the Borrower that together have assets equal to not less than 15% of Consolidated Total Assets (calculated as described above) and net income of not less than 85% of Consolidated Net Income (calculated as described above); provided further that if more than one combination of Direct Foreign Subsidiaries satisfies such threshold, then those Direct Foreign Subsidiaries so determined by the Borrower to be "Material Foreign Subsidiaries" shall be specified by the Borrower;
Material Foreign Subsidiaries shall be specified by the Borrower;