Special Purpose Holdco definition

Special Purpose Holdco means a Subsidiary of Symmetry that (i) is not engaged in any business or activity other than the ownership of Capital Stock in any Subsidiary that is a Non-Wholly Owned Subsidiary or any Person that is not a Subsidiary, and activities incidental thereto, (ii) does not own any assets other than the Capital Stock referred to in clause (i) above and any contract rights under joint venture or other similar agreements relating thereto and (iii) owes no Indebtedness and has no other liabilities (other than liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities).
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Special Purpose Holdco means an entity the sole assets of which are Class A Interests (or in the case of Section 3.09, Newco common stock) held directly by such entity or indirectly (i) through one or more wholly-owned subsidiaries of such entity or (ii) through one or more entities wholly owned by such entity (or its wholly owned subsidiary) together with one or more other such entities (or their wholly owned subsidiaries) being contributed to Newco in the Exchange (each entity owned directly or indirectly by more than one Special Purpose Holdco, a “Special Purpose Holdco Shared Subsidiary”). Notwithstanding anything in this Agreement to the contrary, following the determination of the Public Offering Price and the execution and delivery of the underwriting agreement in connection with the IPO, each Investor may cause the Company promptly to effect the Exchange and deliver the shares of Newco common stock to which such Investor is entitled.
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Special Purpose Holdco means an entity the sole assets of which are Class A Interests (or in the case of Section 3.09, Newco common stock) held directly by such entity or indirectly by a wholly-owned subsidiary of such entity.
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Examples of Special Purpose Holdco in a sentence

  • No amended Tax Returns for any periods ending on or prior to the Effective Date shall be filed by Cobalt for any Special Purpose Holdco or any Special Purpose Holdco Shared Subsidiary without the prior written consent of the applicable Holder(s).

  • In the event of any conflict between the provisions of the Agreement and the provisions of this Rider, the provisions of this Rider shall control.

  • The applicable Holder shall be responsible for all Tax liabilities with respect to such Tax Returns; provided that, in the case of a Special Purpose Holdco Shared Subsidiary, such obligation shall be shared, jointly and severally, by each Holder directly or indirectly contributing a portion of such Special Purpose Holdco Shared Subsidiary pursuant to the Exchange (the “Shared Holders”).

  • In the case of a Special Purpose Holdco Shared Subsidiary, the rights and obligations of this Section 3.3 shall be shared among the Shared Holders, and the obligations shall be joint and several.

  • The applicable Holder(s) shall be responsible for all Tax liabilities with respect to any Straddle Return allocable to periods ending on or prior to the Effective Date; provided that, in the case of a Special Purpose Holdco Shared Subsidiary, such obligation shall be shared, jointly and severally, by the Shared Holders.

Related to Special Purpose Holdco

  • Special Purpose Securitization Subsidiary means (i) a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein, and which is organized in a manner (as determined by the Borrower in good faith) intended to reduce the likelihood that it would be substantively consolidated with Holdings (prior to a Qualified IPO), the Borrower or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event Holdings (prior to a Qualified IPO), the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law) and (ii) any subsidiary of a Special Purpose Securitization Subsidiary.

  • Special Purpose Subsidiary means any (a) not-for-profit Subsidiary, (b) captive insurance company or (c) Receivables Subsidiary and any other Subsidiary formed for a specific bona fide purpose not including substantive business operations and that does not own any material assets, in each case, that has been designated as a “Special Purpose Subsidiary” by the Borrower.

  • Special Purpose Financing means any financing or refinancing of assets consisting of or including Receivables of the Company or any Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition.

  • Special Purpose Entity means a direct or indirect subsidiary of Holdings, whose organizational documents contain restrictions on its purpose and activities and impose requirements intended to preserve its separateness from Holdings and/or one or more Subsidiaries of Holdings.

  • Special Purpose Receivables Subsidiary means a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the Borrower or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law).

  • Special Purpose Financing Fees means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special Purpose Financing.

  • Special Purpose Investment Personnel means each SEI Access Person who, in connection with his or her regular functions (including, where appropriate, attendance at Board meetings and other meetings at which the official business of a Trust or any Fund thereof is discussed or carried on), obtains contemporaneous information regarding the purchase or sale of a Security by a Fund. Special Purpose Investment Personnel shall occupy this status only with respect to those Securities as to which he or she obtains such contemporaneous information.

  • Special Purpose Financing Undertakings representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Borrower or any of its Restricted Subsidiaries that the Borrower determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes, (ii) Hedging Obligations or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Borrower or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, or (iii) any Guarantee in respect of customary recourse obligations (as determined in good faith by the Borrower, which determination shall be conclusive) in connection with any Special Purpose Financing or Financing Disposition, including in respect of Liabilities in the event of any involuntary case commenced with the collusion of any Special Purpose Subsidiary or any Affiliate thereof, or any voluntary case commenced by any Special Purpose Subsidiary, under any applicable bankruptcy law, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Borrower or a Restricted Subsidiary that is not a Special Purpose Subsidiary.

  • Special purpose equipment means equipment which is used only for research, medical, scientific, or other technical activities. Examples of special purpose equipment include microscopes, x-ray machines, surgical instruments, and spectrometers.

  • Special Purpose Vehicle means a trust, partnership or other special purpose Person established by the Company and/or any of its Restricted Subsidiaries to implement a Qualified Receivables Transaction.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

  • Holdings Pledge Agreement means the Holdings Pledge Agreement, dated as of the Closing Date, among Holdings and the Collateral Agent.

  • SPE Equity Owner is not applicable. Borrower will not be required to maintain an SPE Equity Owner in its organizational structure during the term of the Loan and all references to SPE Equity Owner in this Loan Agreement and in the Note will be of no force or effect.

  • Special Purpose Bankruptcy Remote Entity shall have the meaning set forth on Schedule 5 hereto.

  • Commercial Purposes means any commercial or profit generating purpose including the sale, lease of other transfer of the Material and includes uses of the Material by any organisation, including Recipient, to perform contract research, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license, or transfer of the Material.

  • Commercial purpose means the use of any part of a record or records, or information derived from records, in any form for sale, resale, or solicitation or advertisement for sales or services. For purposes of this definition, requests made by news media and non-profit, scientific, or academic organizations shall not be considered to be made for a "commercial purpose" when the principal purpose of the request is:

  • Permitted Joint Venture Investment means, with respect to any specified Person, Investments in any other Person engaged in a Permitted Business of which at least 40% of the outstanding Capital Stock of such other Person is at the time owned directly or indirectly by the specified Person.

  • FSHCO means any Subsidiary that owns no material assets other than the Equity Interests of one or more Foreign Subsidiaries that are CFCs and/or of one or more FSHCOs.