SG Subsidiary definition

SG Subsidiary means any Subsidiary of SG other than Cowen LLC, Xxxxx Inc. and any Cowen Subsidiary.
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SG Subsidiary has the meaning given to such term in the Separation Agreement.
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SG Subsidiary means any Subsidiary of SG other than Cowen LLC, Cowen Inc. and any Cowen Subsidiary.
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Examples of SG Subsidiary in a sentence

  • SG shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any SG Subsidiary and Xxxxx Inc.

  • SG represents on behalf of itself and, to the extent applicable, each SG Subsidiary, and Xxxxx Inc.

  • SG shall not make, and shall not permit any SG Subsidiary to make, any claim or demand, or commence any Proceeding asserting any claim or demand, including any claim of contribution or indemnification, against Xxxxx Inc.

  • Nothing contained in this Article II shall release SG or any SG Subsidiary from honoring existing obligations, if any: (i) to indemnify any director, officer or employee of Xxxxx Inc.

  • In the event SG or any SG Subsidiary acquires a business or portion thereof by merger, stock purchase, asset purchase or other means (an “SG Acquired Business”), then Xxxxx Inc.

  • If SG or any SG Subsidiary has guaranteed (whether pursuant to a formal guarantee or by a similar arrangement such as agreeing to act as co-lessee) the obligations of Cowen LLC, Xxxxx Inc.

  • Each of SG and Xxxxx Inc., and their respective Subsidiaries, at the request of the other, shall use commercially reasonable efforts to: (a) obtain, or cause to be obtained, any Consent, substitution, or amendment required to novate or assign all Cowen Liabilities and obtain in writing the unconditional release of SG and any SG Subsidiary that is a party to any such arrangements, so that, in any such case, Xxxxx Inc.

  • In the event SG sells a SG Subsidiary or all or part of the SG Business (in each case, a “SG Divested Unit”) to a Third Party, Xxxxx Group shall not remain obligated to continue to provide Cowen Services to such SG Divested Unit (or such Third Party acquirer) pursuant to the terms of this Agreement, unless otherwise agreed upon by the Parties.

  • As part of a ‘we-group’ there is little room for differences.People are part of such a group as subsumed under a common denominator of membership.

  • If the Separation does not occur, then all actions and events that are to be taken under this Agreement as of the Separation Date or otherwise in connection with the Separation, shall not be taken or occur except to the extent specifically provided by SG or an SG Subsidiary.

Related to SG 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.

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

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

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

  • 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.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • 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.

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

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

  • 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.

  • Domestic Subsidiary means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  • Inactive Subsidiary means any Subsidiary of the Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $10,000 and (c) does not have any Indebtedness outstanding.

  • 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.

  • 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.

  • 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.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.

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

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

  • 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.

  • Parent Subsidiary means any Subsidiary of Parent.

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

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

  • Consolidated Subsidiary means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared as of such date.

  • SBIC Subsidiary means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that is (x) either (i) a “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:

  • Material Subsidiary means any Subsidiary that is not an Immaterial Subsidiary.