Second Tier Subsidiary definition

Second Tier Subsidiary has the meaning specified in Section 6.12(a).
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Second Tier Subsidiary means any Subsidiary of any Person which Subsidiary is directly owned by a First-Tier Subsidiary of such Person.
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Second Tier Subsidiary means, at any time of determination, a domestic Subsidiary of Group more than 50% of the voting stock of which is directly owned by a First-Tier Subsidiary, but excluding, however, any such Subsidiary which was a party to the Subsidiary Guaranty but has been released therefrom in accordance with its terms.
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Examples of Second Tier Subsidiary in a sentence

  • All Tribally-Owned Subsidiary LLCs formed pursuant to Section 15-9-12 of this Code, including Tribally-Owned Second Tier Subsidiary LLCs, may be Owner-managed or Manager-managed.

  • If a Subsidiary Tribally-Owned LLC, of which the Tribally-Owned LLC is the sole Owner, forms a Tribally- Owned Second Tier Subsidiary LLC, such Tribally-Owned Second Tier Subsidiary LLC shall possess all of the privileges and immunities of the Tribe, including the Tribe’s sovereign immunity from suit except to the extent otherwise provided in its Operating Agreement.

  • The existence of a Tribally-Owned Second Tier Subsidiary LLC owned by a Tribally-Owned Subsidiary begins when the Articles of Organization have been approved by the C.E.O. or Manager of the Tribally- Owned Subsidiary or C.E.O. of the parent Tribally- Owned LLC.

  • The Ownership interests in a Tribally-Owned Subsidiary LLC, including Tribally-Owned Second Tier Subsidiary LLCs, shall be voted as provided in the Limited Liability Company’s Operating Agreement.

  • In the event that any Second-Tier Subsidiary is merged or consolidated with or into, or all or substantially all of the assets of any Second- Tier Subsidiary are transferred to, any other Subsidiary, each reference to such Second-Tier Subsidiary in this Section 7.1.1 will be replaced by a reference to another Subsidiary or deleted, as mutually agreed by the Borrower and the Syndication Agent.

  • The C.E.O. of the parent Tribally-Owned LLC or Manager of a Tribally-Owned Subsidiary LLC shall be the organizer of any Tribally- Owned Second Tier Subsidiary LLC.

  • Applicant bound to prosecute at own costs until a trustee or a provisional trustee has been appointed and is required to deposit security for payment of all fees with Master.

  • The Company will not sell or otherwise dispose of any shares of capital stock of any Subsidiary (except in connection with a merger or consolidation of a Wholly Owned Subsidiary into the Company or another Wholly Owned Subsidiary or with the conversion of any Second Tier Subsidiary from a corporation into a limited liability company in accordance with Section 6.2.2 hereof) or permit any Subsidiary to issue any additional shares of its capital stock.

  • The C.E.O. of the parent Tribally-Owned LLC or Manager of a Tribally-Owned Subsidiary LLC shall be the organizer of any Tribally-Owned Second Tier Subsidiary LLC.

  • Delaware DIVISIONS Sysco Food Services of Baraboo(5) Sysco Food Services of Jackson Hallsmith-Sysco Food Services Sysco Food Services of Baltimore Sysco Food Services - Albany Sysco Food Services of Connecticut Sysco Food Services - Jamestown Sysco Food Services - Syracuse Sysco Food Services/Cincinnati Sysco Food Services of Eastern Wisconsin ---------- * Second Tier Subsidiary ** Limited Partnerships whose parents are Sysco Texas Partners, Inc.


More Definitions of Second Tier Subsidiary

Second Tier Subsidiary means a direct Subsidiary of a First Tier Subsidiary.
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Second Tier Subsidiary means a direct Subsidiary of one or more of such First Tier Subsidiaries of the Person indicated) Jurisdiction of Percentage of Name Incorp. or Organization Stockholder(s) Ownership ---- ----------------------- -------------- ------------- OI Puerto Rico STS Inc. Delaware Xxxxx-Xxxxxxxx Glass Container Inc. 100
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Second Tier Subsidiary means any Subsidiary in which (other than directors' qualifying shares required by law) one hundred percent (100%) of the capital stock, or memberships or other equity interests in the case of Subsidiaries that are not corporations, of each class having ordinary voting power, and one hundred percent (100%) of the capital stock, or memberships or other equity interests in the case of Subsidiaries that are not corporations, of every other class, in each case, at the time as of which any determination is being made, is owned, beneficially and of record, by one or more of the Wholly-Owned Subsidiaries.
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Second Tier Subsidiary shall have the meaning assigned to such term in Section 5.10.
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Related to Second Tier Subsidiary

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

  • First Tier Foreign Subsidiary mean a Foreign Subsidiary all or any portion of whose Stock is owned directly by the Borrower or a Domestic Subsidiary that is a Guarantor.

  • Non-U.S. Subsidiary means a Subsidiary of the Borrower that is not a U.S. Subsidiary.

  • 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.

  • Seller Affiliate means any Affiliate of Seller.

  • 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.

  • Financing Subsidiary means an SPE Subsidiary or an SBIC Subsidiary.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Parent Subsidiary means any Subsidiary of Parent.

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

  • Issuer Subsidiary means any subsidiary of the Issuer.

  • Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

  • Accounts Receivable Subsidiary means any Wholly Owned Subsidiary of the Company (i) which is formed solely for the purpose of, and which engages in no activities other than activities in connection with, financing accounts receivable of the Company and/or its Restricted Subsidiaries, (ii) which is designated by the Company as an Accounts Receivables Subsidiary pursuant to an Officer’s Certificate delivered to the Trustee, (iii) no portion of Indebtedness or any other obligation (contingent or otherwise) of which is at any time recourse to or obligates the Company or any Restricted Subsidiary in any way, or subjects any property or asset of the Company or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to (a) representations, warranties and covenants (or any indemnity with respect to such representations, warranties and covenants) entered into in the ordinary course of business in connection with the sale (including a sale in exchange for a promissory note of or Equity Interest in such Accounts Receivable Subsidiary) of accounts receivable to such Accounts Receivable Subsidiary or (b) any guarantee of any such accounts receivable financing by the Company or any Restricted Subsidiary that is permitted to be incurred pursuant to Section 4.06, (iv) with which neither the Company nor any Restricted Subsidiary of the Company has any contract, agreement, arrangement or understanding other than contracts, agreements, arrangements and understandings entered into in the ordinary course of business in connection with the sale (including a sale in exchange for a promissory note of or Equity Interest in such Accounts Receivable Subsidiary) of accounts receivable in accordance with Section 4.17 and fees payable in the ordinary course of business in connection with servicing accounts receivable and (v) with respect to which neither the Company nor any Restricted Subsidiary of the Company has any obligation (a) to subscribe for additional shares of Capital Stock or other Equity Interests therein or make any additional capital contribution or similar payment or transfer thereto other than in connection with the sale (including a sale in exchange for a promissory note of or Equity Interest in such Accounts Receivable Subsidiary) of accounts receivable to such Accounts Receivable Subsidiary in accordance with Section 4.17 or (b) to maintain or preserve the solvency, any balance sheet term, financial condition, level of income or results of operations thereof.

  • Borrower Party Affiliate With respect to a borrower, a mortgagor, a manager of a Mortgaged Property or a restricted mezzanine holder, (a) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or restricted mezzanine holder, as applicable, (b) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor or manager, as applicable, or (c) any other person owning, directly or indirectly 25% or more of the beneficial interests in such restricted mezzanine holder. For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

  • Major Subsidiary means any Subsidiary (a) more than 50% of the voting securities of which is owned directly or indirectly by Altria, (b) which is organized and existing under, or has its principal place of business in, the United States or any political subdivision thereof, Canada or any political subdivision thereof, any country which is a member of the European Union on the date hereof (other than Greece, Portugal or Spain) or any political subdivision thereof, or Switzerland, Norway or Australia or any of their respective political subdivisions, and (c) which has at any time total assets (after intercompany eliminations) exceeding $1,000,000,000.

  • Pledge Subsidiary means (i) each Domestic Subsidiary and (ii) each First Tier Foreign Subsidiary which is a Material Foreign Subsidiary.

  • Transferred Guarantor shall have the meaning assigned to such term in Section 7.09.

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

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

  • 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.

  • subsidiary entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Non-U.S. Entity means an Entity that is not a U.S. Person.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Securitization Entity means a Wholly Owned Subsidiary of the Borrower (or another Person in which the Borrower or any Subsidiary of the Borrower makes an Investment and to which the Borrower or any Subsidiary of the Borrower transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of the Borrower (as provided below) as a Securitization Entity (i) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (A) is guaranteed by the Borrower or any Restricted Subsidiary of the Borrower (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings); (B) is recourse to or obligates the Borrower or any Restricted Subsidiary of the Borrower in any way other than pursuant to Standard Securitization Undertakings; or (C) subjects any property or asset of the Borrower or any Restricted Subsidiary of the Borrower, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (ii) with which neither the Borrower nor any Restricted Subsidiary of the Borrower has any material contract, agreement, arrangement or understanding other than on terms, taken as a whole, no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity, standard Securitization Undertakings and other terms, including Purchase Money Notes, typical in Securitization Transactions; and (iii) to which neither the Borrower nor any Restricted Subsidiary of the Borrower has any obligations to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Borrower shall be evidenced to the Agent (for distribution to the Lenders) by filing with the Agent a certified copy of the Board Resolution of the Borrower giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

  • Eligible Subsidiary means each Subsidiary of the Parent set forth on Exhibit A hereto, as the same may be updated from time to time with Laurus’ written consent.