Restructuring Subsidiary definition

Restructuring Subsidiary means each of Alnor Aluminio do Norte Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Antenas Comunitarias Brasileiras Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Cabodinamica TV Cabo Sao Paulo S.A., a sociedade anonima organized under the laws of the Federative Republic of Brazil, CMA Participacoes S.A., a sociedade anonima organized under the laws of the Federative Republic of Brazil, Dabny, L.L.C., a Delaware limited liability company, Multicanal Telecomunicacoes S.A., a sociedade anonima organized under the laws of the Federative Republic of Brazil, Net Londrina Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, TV Cabo de Chapeco Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, TV Video Cabo de Belo Horizonte S.A., a sociedade anonima organized under the laws of the Federative Republic of Brazil, Net Recife Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Campinas Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Indaiatuba Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Franca Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Sul Comunicacoes Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Joinville Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Florianopolis Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Maringa Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Sao Xxxx do Rio Preto Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Piracicaba Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Goiania Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Campo Grande Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Sorocaba Ltda., a sociedade limitada organized under the laws of the Federative Republic of Brazil, Net Sao Xxxxxx S.A., a sociedade anonima organized under the laws of the Federative Republic of Brazil, Horizonte Sul Comunicacoes Ltd...
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Restructuring Subsidiary means a Significant Subsidiary that (a) satisfies the definition of “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission solely pursuant to clause (3) under such definition; (b) is not expected to satisfy such definition in the current fiscal year based on a certificate to such effect by an Officer of the Company, and (c) is to be disposed of by voluntary liquidation, sale, reorganization, winding up or otherwise disposed of, based on a good faith determination by the Company’s Board of Directors that such liquidation or winding up is in the best interests of the Company and Holders of the Notes.
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Restructuring Subsidiary means the entity set forth on Schedule 1.1(j).(c) A new Schedule 1.1(j) is hereby added to the Agreement as set forth in the attached. (d) The Parties acknowledge and agree that as of the Closing there may be outstanding amounts receivable by the Acquired Subsidiary from the Restructuring Subsidiary, including as a result of the Restructuring. Notwithstanding anything to the contrary in the Agreement (including the provisions of Section 2.3(b), Section 2.5(b) and Section 2.5(j)), (i) any amounts receivable by the Acquired Subsidiary from the Restructuring Subsidiary shall not constitute Excluded Assets but instead shall constitute current assets of the Acquired Subsidiary and be reflected as a current asset in the Closing Net Working Capital Amount, and (ii) any amounts payable by the Restructuring Subsidiary to the Acquired Subsidiary shall constitute Assumed Liabilities (and shall not constitute Indebtedness) and be reflected as a current liability in the Closing Net Working Capital Amount, with the effect that such amounts shall be deemed to fully offset each other for purposes of determining the Closing Net Working Capital Amount and the resulting Adjustment Amount.1.6 Cree Name. Section 6.3(e) of the Agreement is hereby amended and restated in its entirety as follows:
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Examples of Restructuring Subsidiary in a sentence

  • This limitation shall not prohibit a sale, transfer, conveyance, merger, consolidation, dissolution or liquidation of any Restructuring Subsidiary with, to or into Net, the Company or any Restricted Subsidiary.

  • This limitation shall not prohibit a sale, transfer, conveyance, merger, consolidation, dissolution or liquidation of any Restructuring Subsidiary with, to or into the Company or any Restricted Subsidiary.

  • The Agent shall have received, for the benefit of each Lender, the Issuer and the Agent, a guaranty in respect of the Obligations in a form reasonably satisfactory to the Agent, duly executed and delivered by an Authorized Officer of each of the Restructuring Subsidiaries or, if such Restructuring Subsidiary is a limited partnership, its General Partner, dated as of the Eleventh Amendment Effective date (the "Guaranties").

  • The Banks hereby waive any Default or Event of Default arising by reason of the Restructuring under Section 5.15(b) with respect to the Company or under any of Sections 5.02, 5.03, 5.05, 5.14, 5.15(c) and 6.01 (e), (f), (g), (h) or (j) solely with respect to a Restructuring Subsidiary.

  • The foregoing paragraphs shall not limit any sale, transfer, conveyance, merger, consolidation, dissolution or liquidation of any Restructuring Subsidiary with, to or into Net, the Company or any Restricted Subsidiary.


More Definitions of Restructuring Subsidiary

Restructuring Subsidiary means the entity set forth on Schedule 1.1(j).
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Restructuring Subsidiary. Each of OP Holdings, Operations, RE Holdings, Management and RE CO.”
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Related to Restructuring Subsidiary

  • Financing Subsidiary means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • Guarantor Subsidiary means each Guarantor other than Holdings.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

  • Principal Subsidiary means at any relevant time a Subsidiary of the Issuer:

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Non-Guarantor Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

  • Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, leasing, developing, constructing or acquiring energy generating, transmission or distribution assets, or assets related thereto, or any other power or energy facility or any assets related thereto, and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.

  • Joint Venture Subsidiary means each of (i) Aluminum Company of Malaysia Berhard and (ii) any other person that is a Subsidiary in which persons other than Holdings or its Affiliates own 10% or more of the Equity Interests of such person, excluding, to the extent they become Restricted Subsidiaries of the Designated Company after the Closing Date, Xxxxx and Norf GmbH.

  • Subsidiary means an entity in which more than 50 percent of the entity is owned—

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Project Finance Subsidiary means a Subsidiary that is a special-purpose entity created solely to (i) construct or acquire any asset or project that will be or is financed solely with Project Financing for such asset or project and related equity investments in, loans to, or capital contributions in, such Subsidiary that are not prohibited hereby and/or (ii) own an interest in any such asset or project.

  • Excluded Subsidiaries means any Subsidiary of any Holding Company that is not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary); provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization); (i) with respect to which the Borrower (in consultation with the Administrative Agent) reasonably determines that guaranteeing or granting Liens to secure any of the Secured Obligations would result in material adverse tax consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a Securitization Subsidiary; (m) organized or incorporated outside of the United States or any state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness permitted hereunder and not incurred in contemplation of such Permitted Acquisition or other Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor (provided that each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable).

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Foreign Subsidiary Holdco any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an ownership interest in any such Capital Stock.

  • Issuer Subsidiary means any subsidiary of the Issuer.