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

  • 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.

  • 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.

  • If a Bottom Tier Subsidiary is prohibited from providing a Guaranty by a Contractual Obligation or Organization Documents, then the Borrowers shall cause a Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Bottom Tier Subsidiary (each, a "Second Tier Subsidiary") to instead execute and deliver the Guaranty.

  • If the adverse event occurs after hours or on a week-end, notification should be sent to the Secretary Data and Safety Monitoring Subcommittee of the HEC at the extension 7109.• If the research study is being supported by an industry sponsor, the PI is also responsible for notifying the sponsor.

  • If a Second Tier Subsidiary is prohibited from providing a Guaranty by a Contractual Obligation or Organization Documents, then no Guaranty from such Subsidiary shall be required and the Borrowers shall cause each Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Second Tier Subsidiary to instead execute and deliver the Guaranty (to the extent such guaranty is not prohibited by Contractual Obligation or Organization Documents).

  • If a Section 6.12(c) Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and, subject to the remainder of this Section 6.12(c), the Borrowers shall cause each Second Tier Subsidiary to instead execute and deliver the Guaranty.

  • To the extent commercially reasonable, the purchase and transfer shall be effectuated in such a manner so as not to incur any Tax Liability or exposure to Tax on the part of the French Subsidiary or the Second Tier Subsidiary or any of their respective assets.

  • If a Second Tier Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and the Borrowers shall cause each Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Second Tier Subsidiary to instead execute and deliver the Guaranty (to the extent such guaranty is not prohibited by Contractual Obligation, Organization Documents or applicable Law).

  • Second Tier Subsidiary II, as identified above, is a Delaware series limited liability company which is authorized under Section 18-215 of the Delaware Limited Liability Company Act.

  • If a Second Tier Subsidiary is prohibited from providing a Guaranty by a Contractual Obligation or Organization Documents, then the Borrowers shall cause a Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Second Tier Subsidiary to instead execute and deliver the Guaranty (to the extent such guaranty is not prohibited by Contractual Obligation or Organization Documents).


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 shall have the meaning assigned to such term in Section 5.10.
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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 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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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.

  • First Tier Foreign Subsidiary means a Foreign Subsidiary, the Equity Interests of which are directly owned by the Borrower or a Domestic Subsidiary that is not a Subsidiary of a Foreign Subsidiary.

  • Non-U.S. Subsidiary means any Subsidiary 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 (a) any Structured Subsidiary or (b) any 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 an entity in which more than 50 percent of the entity is owned—

  • Accounts Receivable Subsidiary means one Unrestricted Subsidiary of the Company specifically designated as an Accounts Receivable Subsidiary for the purpose of financing the Company’s accounts receivable and provided that any such designation shall not be deemed to prohibit the Company from financing accounts receivable through any other entity, including, without limitation, any other Unrestricted Subsidiary.

  • Borrower Party Affiliate means, with respect to the Mortgage Loan Borrower, a manager of the Mortgaged Property or an Accelerated Mezzanine Loan Lender, (a) any other Person controlling or controlled by or under common control with such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable. 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 the 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.

  • 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.