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
Schedule 3.12 sets forth, as of the date hereof, (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (b) the type of entity and jurisdiction of organization of the Borrower and each of its Subsidiaries, and (c) which of the Borrower’s Subsidiaries are Material Domestic Subsidiaries and Material Foreign Subsidiaries.
Except as set forth on Schedule 3.24 hereto, as of the Effective Date, the Borrower has no Material Foreign Subsidiaries.
The Capital Stock of (i) each of the Domestic Subsidiaries of Company identified in Schedule 5.1 annexed hereto (as so supplemented) is duly authorized, validly issued, fully paid and nonassessable and (ii) each of the first-tier Material Foreign Subsidiaries of Company identified in Schedule 5.1 annexed hereto (as so supplemented) is duly authorized and validly issued.
Schedule 3.12 sets forth, as of the date hereof, (a) a correct and complete list of the name and ownership interest of Holdings and each Subsidiary in each Subsidiary, (b) the type of entity and jurisdiction of organization of Holdings and each of its Subsidiaries, and (c) which of Holdings’ Subsidiaries are Material Domestic Subsidiaries and Material Foreign Subsidiaries.
Schedule 1.3 contains an accurate list of all of the Company’s Material Foreign Subsidiaries and their respective jurisdictions of organization as of the Closing Date.
More Definitions of Material Foreign Subsidiaries
Material Foreign Subsidiaries means each of Holdings’ Foreign Subsidiaries listed on Schedule 1.01C).
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 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 Direct Foreign Subsidiaries (other than Subsidiaries whose stock is pledged pursuant to a Pledge Agreement) of the Borrower that together have (x) tangible assets equal to or greater than thirty percent (30%) of Consolidated Total Tangible Assets (calculated as described above) or (y) net income equal to or greater than thirty percent (30%) 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 to be "Material Foreign Subsidiaries" shall be specified by the Borrower; provided, however, the Borrower shall not, in any event, be required to cause either Catalina-Pacific Media, LLC or Catalina Marketing of France, Inc. to deliver a Facility Guaranty or to pledge the stock of their Subsidiaries organized under the laws of Japan and France, respectively, or otherwise comply with Section 8.19 until the total income from operations of Japanese Subsidiaries or French Subsidiaries, as the case may be, shall equal or exceed five percent (5%) of Consolidated Net Income (calculated as described above) and the Borrower shall not be required to pledge to the Agent any of the stock of Catalina Marketing de Mexico, S.A. de C.V. so long as Catalina Marketing de Mexico, S.A. de C.V. engages in no active business other than the wind up of its operations.
Material Foreign Subsidiaries means Global eXchange Services S.C. (Belgium), Global eXchange Services S.A. (France), Global eXchange Services SpA (Italy), Acquisition UK Limited (UK), Global eXchange Services GmbH (Germany), Global eXchange Services B.V. (Netherlands) and Global eXchange Services Canada Inc. and any other foreign subsidiaries the stock of which is pledged as collateral for the Credit Agreement Obligations.
Material Foreign Subsidiaries means each of the following (a) any Foreign Subsidiary which generates revenues from operations equal to or greater than 10% of the revenues from operations of Borrower and its Subsidiaries on a consolidated basis for the twelve-month period ended at the end of the period covered by the financial statements set forth below; and (b) to the extent the aggregate revenue of all Foreign Subsidiaries designated Material Foreign Subsidiaries pursuant to subsection (a) above, plus the revenue of the Borrower and each Subsidiary which is not a Foreign Subsidiary does not represent 80% of the revenues from operations of Borrower and its Subsidiaries on a consolidated basis for the twelve month period ended at the end of the period covered by the financial statements set forth below, any combination of Foreign Subsidiaries designated by the Borrower which, when considered together with all other Material Foreign Subsidiaries, in the aggregate exceed such revenue thresholds. All such determinations shall be made based on the financial statements of the Borrower delivered pursuant to Section 5.01(a) of the Credit Agreement. Solely for the purpose of determining the revenue of any Foreign Subsidiary for purposes of clause (b) above, such revenue shall be determined on a consolidated basis including the revenue of each direct or indirect Subsidiary of such Foreign Subsidiary.
Material Foreign Subsidiaries means each Foreign Subsidiary (i) 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 5.01, contributed greater than five percent (5%) of the Borrower's Consolidated EBITDA for such period or (ii) which contributed greater than five percent (5%) of the Borrower's Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of the EBITDA or consolidated total assets of all Foreign Subsidiaries that are not Material Foreign Subsidiaries exceeds five percent (5%) of the Borrower's Consolidated EBITDA (as so adjusted) for any such period or five percent (5%) of the Borrower's Consolidated Total Assets (as so adjusted) as of the end of any such fiscal quarter, the Borrower shall designate sufficient Foreign Subsidiaries as "Material Foreign Subsidiaries" to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Foreign Subsidiaries.