Significant Company definition

Significant Company means (i) each of AMCNI, AMC, IFC, WE and Sundance, and (ii) each other Restricted Subsidiary that directly or indirectly owns a material programming network that had $200 million or more in gross operating revenues for the period of four consecutive Quarters covered by the then most recent Compliance Certificate delivered to the Lenders pursuant to Section 7.01(d).

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Significant Company means any member of the Group which has earnings before interest, tax, depreciation and amortisation calculated on the same basis as Consolidated EBITDA (as defined in Schedule 17 (Certain New York Law Defined Terms)) representing thirty (30) per cent. or more of Consolidated EBITDA (as defined in Schedule 17 (Certain New York Law Defined Terms)) or has gross assets (excluding intra-group items) representing thirty (30) per cent. or more of the gross assets of the Group, calculated on a consolidated basis (provided that in determining whether a member of the Group satisfies the criteria for being a Significant Company under this definition, any member of the Group which has negative EBITDA shall be treated as if its EBITDA were zero).

Significant Company means (i) each of AMC Acquisition Company LLCAMCNI and its direct Subsidiaries, CZHL, AMC, IFC, WE and Sundance, and (ii) each other Restricted Subsidiary that directly or indirectly owns a material programming network that had $100 million or more in gross operating revenues for the period of four consecutive Quarters covered by the then most recent Compliance Certificate delivered to the Lenders pursuant to Section 7.01(d); provided that, AtMedia Pol shall not be a Significant Company.

Examples of Significant Company in a sentence

• The Purchaser shall have received a Lock-Up Agreement for each Significant Company Holder, duly executed by such Significant Company Holder.

• As of the date hereof, there are no outstanding contractual obligations of the Company or any Significant Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock, membership interests, partnership interests, joint venture interests or other Equity Interests of the Company or any Significant Company Subsidiary.

• There are no bonds, debentures, notes or other indebtedness of the Company or any Significant Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of common stock of the Company or any Significant Company Subsidiary may vote (“Voting Company Debt”).

• Schedule 3.02(a) sets forth for each Significant Company Subsidiary the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock, and there are no other shares of capital stock or other equity securities of any Significant Company Subsidiary issued, reserved for issuance or outstanding, in each case as of the date hereof.

• Schedule 3.01(a) lists each Significant Company Subsidiary and its jurisdiction of organization.

• Each Significant Company Customer is listed on Section 4.11 of the Company Disclosure Schedules.

• The Company is in compliance in all material respects with the provisions of the Company Charter and the Company Bylaws and each Significant Company Subsidiary is in compliance in all material respects with its organizational and governing documents.

• Each of the Company and each Significant Company Subsidiary is duly organized, validly existing and, to the extent applicable, in good standing under the Laws of the jurisdiction in which it is organized and has full corporate power and authority to conduct its businesses as presently conducted.

• Notwithstanding the preceding sentence, no know-how or data would constitute Significant Company Background IP.” Non-Severable Improvement The definition of the term “Non-Severable Improvement” would be based on the following wording: “Any Project IP that (a) is created using Significant Company Background IP, and (b) cannot be exploited without infringing such Significant Company Background IP.

• The Company shall have delivered to the Purchaser copies of the Lock-up Agreement duly executed by the Significant Company Holders.

More Definitions of Significant Company

Significant Company means a member of the Group which has EBITDA representing 15% or more of Consolidated EBITDA, calculated on a consolidated basis. Whether a member of the Group meets the requirements set out above shall be determined by reference to the most recent Compliance Certificate delivered by the Parent and/or the latest audited financial statements of that member of the Group if legally required or otherwise available (or the latest management accounts of that member of the Group, if annual audited financial statements are unavailable) (except in the case of a disposal of a member of the Group which does not include its Subsidiaries, consolidated in the case of a member of the Group which itself has Subsidiaries) and the latest Annual Financial Statements. However, if a member of the Group has been acquired since the date as at which the latest Annual Financial Statements were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary.

Significant Company means any member of the Group which has earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA) representing 20 per cent or more of EBITDA of the Group for that Financial Year (calculated using the same methodology as applicable under the definition of "Material Company"), provided that in determining whether a member of the Group satisfies the criteria for being a Significant Company under this definition, any member of the Group which has negative EBITDA shall be treated as if its EBITDA were zero. EBITDA for this purpose shall be determined by reference to the most recent Compliance Certificate supplied by the Parent together with its Annual Financial Statements and the latest annual financial statements of that member of the Group (audited, if required to be audited by the law of the jurisdiction of incorporation of that member of the Group). However, if a member of the Group has been acquired or disposed of since the date as at which the latest Annual Financial Statements of the Parent were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition or disposal (as applicable) of that member of the Group;

Significant Company means (i) each of AMC Acquisition Company LLC and its direct Subsidiaries, CZHL, AMC, IFC, WE and Sundance, and (ii) each other Restricted Subsidiary that directly or indirectly owns a material programming network that had $100 million or more in gross operating revenues for the period of four consecutive Quarters covered by the then most recent Compliance Certificate delivered to the Lenders pursuant to S ection 7.01(d); provided that, AtMedia Pol shall not be a Significant Company.