Qualified Holding Company definition

Qualified Holding Company means any Wholly-Owned Consolidated Subsidiary of the Borrower that satisfies, and all of whose direct or indirect holding companies (other than the Borrower) are Wholly-Owned Consolidated Subsidiaries of AES that satisfy, the following conditions:
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Qualified Holding Company means a holding company of which AGA becomes a direct or indirect wholly-owned subsidiary pursuant to a Permitted Reorganization, and its successors and assigns.
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Qualified Holding Company means (a) any Person whose business consists of holding a majority of the Equity Interests in one or more Qualified Enterprises (provided, that at the time of any Qualified Minority Investment, such Person may hold exclusively cash or Cash Equivalents until such time (not to exceed twelve (12) months) as one or more Qualified Enterprises are formed or acquired by such Person) and/or (b) whose business consists of holding Investments in one or more Qualified Enterprises that are consolidated by such Person under GAAP and, in each case, satisfied all the following requirements: (i) except for Permitted Qualified Company Payment Restrictions, there are no restrictions (other than customary restrictions arising under any applicable state law) on the ability of such Qualified Holding Company or any such Qualified Enterprise to pay dividends or make distributions to the holders of its Equity Interests; (ii) except to the extent restricted pursuant to a Permitted Qualified Company Payment Restriction or a Permitted Payment Restriction, each of such Qualified Holding Company and Qualified Enterprise customarily declare and pay regular monthly, quarterly or semi-annual dividends or distributions to the holders of their Equity Interests in an amount equal to substantially all their respective available cash flow for such period, as determined in good faith by their respective Boards of Directors, subject to such ordinary and customary reserves and other amounts as, in the good faith judgment of such Board of Directors, may be necessary so that the business of such Persons may be properly and advantageously conducted at all times, and the Borrower expects each such Qualified Holding Company and Qualified Enterprise to continue to declare and pay such regular dividends or distributions in the manner set forth above; (iii) the Equity Interests of such Qualified Holding Company consists solely of (x) Equity Interests owned by the Borrower, Qualified Restricted Subsidiaries of the Borrower and/or Strategic Investors and (y) directors’ qualifying shares; and (iv) the Equity Interests of such Qualified Enterprise consists solely of (x) Equity Interests owned by such Qualified Holding Company and/or Strategic Investors and (y) directors’ qualifying shares.
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Examples of Qualified Holding Company in a sentence

  • Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, obligations pursuant to the Investment permitted by Section 6.04(k) as of the Closing Date, Indebtedness permitted by clause (ii) above or Guarantees permitted by clause (iv) above).

  • Holdings shall not Incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness or Guarantees permitted above and liabilities imposed by Law, including Tax liabilities).

  • Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Dutch Borrower (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured indebtedness permitted to be incurred hereunder) and shall not incur any Indebtedness (other than in respect of Disqualified Equity Interests, Qualified Holding Company Indebtedness or Guarantees permitted by clause (iv) above).

  • The Qualified Holding Company Formation, including, without limitation, any and all Tax effects, shall be reasonably satisfactory in form and substance to Co-Arrangers.

  • None of the Qualified Holding Companies is an obligor or a contingent obligor on any of the Debt permitted by Section 5.07(b)(iii) or a contingent obligor on any of the Debt permitted by Section 5.07(a)(ii), other than Debt permitted by the definition of "Qualified Holding Company".

  • At the time of the consummation thereof, each element of the Qualified Holding Company Formation shall be consummated in all material respects in accordance with the requirements of the definition of Qualified Holding Company Formation (and the component definitions appearing therein), the terms of the relevant Qualified Holding Company Formation Documents therefor and all applicable laws.

  • If Borrower elects to consummate the Qualified Holding Company Formation, same shall have been consummated no later than the second anniversary of the Closing Date.


More Definitions of Qualified Holding Company

Qualified Holding Company means any Wholly-Owned Consolidated Subsidiary of the Company and any direct or indirect holding company (other than the Company) of such Wholly-Owned Consolidated Subsidiary, which is also a Wholly-Owned Consolidated Subsidiary of the Company, whose direct and indirect interest in any Power Supply Business is limited to the ownership of Capital Stock or Debt obligations of a Person with a direct or indirect interest in such Power Supply Business.
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Qualified Holding Company means any Wholly-Owned Consolidated Subsidiary of AES that satisfies, and all of whose direct or indirect holding companies (other than AES) are Wholly-Owned Consolidated Subsidiaries of AES that satisfy, the following conditions:
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Qualified Holding Company como tal, estara sujeta a las means a company of which a Party holds estipulaciones de este Pacto de and at all times agrees to maintain Accionistas; en especial, sus directly or indirectly not less than clausulas SEGUNDA y CUARTA. seventy five and one-tenth percent "Sociedad Holding Calificada" (75.1%) of the voting rights and significa una sociedad en que la economic respectiva Parte mantiene, y se obliga a mantenter, en todo momento, directa o Documento Final Exhibit 9.1 Execution Copy indirectamente, al menos un setenta with such Party agrees to be bound by y cinco coma uno por ciento (75,1%) all of the terms and provisions of this de los derechos de voto e interes Shareholders' Agreement; provided, economico y que conjuntamente con however, that no voting rights or dicha Parte conviene en obligarse a economic interests and which jointly todos los terminos y clausulas de interests of any Qualified Holding este Pacto de Accionistas. En todo Company of any Party may at any time be caso, ningun derecho de voto o owned, directly or indirectly, by any interes economico en cualquier Prohibited Transferee as defined in Sociedad Holding Calificada de clause 6.4, and further provided that cualquiera de las Partes podra the voting rights or economic interests pertenecer directa o indirectamente in a Qualified Holding Company owned by a un Adquirente Prohibido, segun se a Third Party shall be in the nature define en la clausula 6.4. Ademas, solely of a passive investment and shall los derechos de voto o interes not entitle such Third Party, as a economico en una Sociedad Hoilding matter of law or by contract, to (i) Calificada que pertenezcan a un exercise any right to veto or consent to Tercero deberan tener any action by the Qualified Holding exclusivamente el caracter de una Company in respect of its ownership in inversion pasiva y no daran derecho IRSA (or indirectly through IRSA, in a tal Tercero, ya sea en virtud de CCU), or (ii) have or obtain la ley o de la convencion a (i) representation on the governing bodies ejercer derecho de veto o de of the Qualified Holding Company, IRSA consentimiento alguno, respecto de or CCU. cualquier actuacion de la Sociedad Holding Calificada, en relacion a su participacion en IRSA o indirectamente, a traves de IRSA, en CCU o (ii) tener u obtener representacion en los organos de administracion de la Sociedad Holding Calificada, de IRSA o de CCU. Procedimiento en caso de producirse Procedure in the Event of Deadlock Desacuer...
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Qualified Holding Company means any Wholly-Owned Consolidated Subsidiary of the Account Party that satisfies, and all of whose direct or indirect holding companies (other than the Account Party) are Wholly-Owned Consolidated Subsidiaries of the Account Party that satisfy, the following conditions:
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Qualified Holding Company means a clausulas SEGUNDA y CUARTA. "Sociedad company of which a Party holds and at Holding Calificada" significa una all times agrees to maintain directly sociedad en que la respectiva Parte or indirectly not less than seventy mantiene, y se obliga a mantenter, en five and one-tenth percent (75.1%) of todo momento, directa o the voting rights and economic indirectamente, al menos un setenta y interests and which jointly with such cinco coma uno por ciento (75,1%) de Party agrees to be bound by all of the los derechos de voto e interes terms and provisions of this economico y que conjuntamente con Shareholders' Agreement; provided, dicha Parte conviene en obligarse a however, that no voting rights or todos los terminos y clausulas de este economic interests of any Qualified Pacto de Accionistas. En todo caso, Holding Company of any Party may at ningun derecho de voto o interes any time be owned, directly or economico en cualquier Sociedad indirectly, by any Prohibited Holding Calificada de cualquiera de Transferee as defined in clause 6.4, las Partes podra pertenecer directa o and further provided that the voting indirectamente a un Adquirente rights or economic interests in a Prohibido, segun se define en la Qualified Holding Company owned by a clausula 6.4. Ademas, los derechos de Third Party shall be in the nature voto o interes economico en una solely of a passive investment and Sociedad Hoilding Calificada que shall not entitle such Third Party, as pertenezcan a un Tercero deberan tener a matter of law or by contract, to (i) exclusivamente el caracter de una exercise any right to veto or consent inversion pasiva y no daran derecho a to any action by the Qualified Holding tal Tercero, ya sea en virtud de la Company in respect of its ownership in ley o de la convencion a (i) ejercer IRSA (or indirectly through IRSA, in derecho de veto o de consentimiento CCU), or (ii) have or obtain alguno, respecto de cualquier representation on the governing bodies actuacion de la Sociedad Holding of the Qualified Holding Company, IRSA Calificada, en relacion a su or CCU. participacion en IRSA o indirectamente, a traves de IRSA, en CCU o (ii) tener u obtener representacion en los organos de administracion de la Sociedad Holding Calificada, de IRSA o de CCU. Procedimiento en caso de producirse Procedure in the Event of Deadlock Desacuerdos (Deadlock) QUINTO: FIVE: En caso que las Partes no puedan In the event that the Parties cannot ponerse de acuerdo con respecto a re...
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Related to Qualified Holding Company

  • Qualified Holdings means, as to any Recipient, all Shares owned beneficially or of record by: (i) such Recipient, or (ii) such Recipient's Customers, but in no event shall any such Shares be deemed owned by more than one Recipient for purposes of this Plan. In the event that more than one person or entity would otherwise qualify as Recipients as to the same Shares, the Recipient which is the dealer of record on the Fund's books as determined by the Distributor shall be deemed the Recipient as to such Shares for purposes of this Plan.

  • Bank Holding Company means a company registered as such with the Board of Governors of the Federal Reserve System pursuant to 12 U.S.C. §1842 and the regulations of the Board of Governors of the Federal Reserve System thereunder.

  • CFC Holding Company means each Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States federal income tax purposes and that has no material assets other than assets that consist (directly or indirectly through disregarded entities or partnerships) of Equity Interests or indebtedness (as determined for United States tax purposes) in one or more CFCs.

  • 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;

  • Qualified CFC Holding Company means a Wholly Owned Subsidiary of the Issuer that is a Delaware limited liability company that is treated as a disregarded entity for U.S. federal income tax purposes, the primary asset of which consists of Equity Interests in either (i) one or more Foreign Subsidiaries or (ii) a Delaware limited liability company the primary asset of which consists of Equity Interests in one or more Foreign Subsidiaries.

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • financial holding company means a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;

  • Foreign Holding Company means any Domestic Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries or other Foreign Holding Companies.

  • Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.

  • mixed-activity holding company means a parent undertaking, other than a financial holding company or an institution or a mixed financial holding company, the subsidiaries of which include at least one institution;

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • 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.

  • Domestic Foreign Holding Company means any Domestic Subsidiary of the Borrower that owns no material assets (held directly or indirectly through one or more disregarded entities) other than capital stock (or capital stock and/or debt) of one or more Foreign Subsidiaries that are CFCs and/or Domestic Foreign Holding Companies.

  • Qualified Holder means any person who:

  • 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;

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

  • Bank Holding Company Act means the Bank Holding Company Act of 1956, as amended.

  • Savings and Loan Holding Company means a company registered as such with the Office of Thrift Supervision pursuant to 12 U.S.C. §1467(a) and the regulations of the Office of Thrift Supervision promulgated thereunder.

  • Family farm corporation means a corporation founded for the purpose of farming agricultural land in which the majority of the voting stock is held by and the majority of the stockholders are persons or the spouse of persons related to each other within the fourth degree of kinship, according to the rules of the civil law, and at least one of the related persons is residing on or actively operating the farm, and none of whose stockholders are a corporation. A family farm corporation does not cease to qualify under this division where, by reason of any devise, bequest, or the operation of the laws of descent or distribution, the ownership of shares of voting stock is transferred to another person, as long as that person is within the degree of kinship stipulated in this division.

  • Non-Wholly Owned Subsidiary means, as to any Person, each Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person.

  • qualifying holding means a direct or indirect holding in an undertaking which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking;

  • Insurance holding company system means a group of two or more affiliated persons, at least one of whom is an insurer.

  • Disqualified Holder means any holder of shares of stock of the Corporation whose holding of such stock, either individually or when taken together with the holding of shares of stock of the Corporation by any other holders, may result, in the judgment of the Board of Directors, in the loss of, or the failure to secure the reinstatement of, any license or franchise from any governmental agency held by the Corporation or any of its subsidiaries to conduct any portion of the business of the Corporation or any of its subsidiaries.

  • Qualified health plan means a health benefit plan that has in effect a certification that the plan

  • Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

  • Public utility holding company means: (1) any company that,