Subject Subsidiaries definition

Subject Subsidiaries means all Subsidiaries of the Borrower other than ATK Insurance Company and COI Ceramics, Inc. and, in each case, their respective Subsidiaries and, to the extent permitted under Section 7.11, any Excluded Joint Ventures.
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Subject Subsidiaries means the following entiities: NAME OF SUBJECT SUBSIDIARY STATE OF INCORPORATION TYPE OF ENTITY -------------------------- ---------------------- -------------- Del City Wire Co., Inc. Oklahoma Corporation GB Tools and Supplies, Inc. Wisconsin Corporation Versa Technologies, Inc. Delaware Corporation Sch C-1 SCHEDULE D List of Persons Subject to Lock-up Executive Officers and Directors -------------------------------- Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxx Xxxx Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxx Xxxx Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx III H. Xxxxxxx Xxxxxxxx Xxxxxxx X. Xxxx Xxxxxx H.P. Xxxx Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx Xxxxxxxx X. Xxxxxx Exhibit A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) February __, 2002 First Union Securities, Inc. ABN AMRO Rothschild LLC Xxxxxx X. Xxxxx & Co. Incorporated Bear, Xxxxxxx & Co. Inc. As Representatives of the Several Underwriters Named in the Underwriting Agreement Referred to Below c/o First Union Securities, Inc. 0 Xx. Xxxx Xxxxxx Baltimore, MD 21202 Re: Actuant Corporation 3,000,000 Shares of Class A Common Stock, $0.20 par value per share Ladies and Gentlemen: We have acted as counsel for Actuant Corporation, a Wisconsin corporation (the "Company"), in connection with the purchase on this date by the Underwriters (as defined below) of 3,000,000 shares of Class A Common Stock, $0.20 par value per share (the "Common Stock"), of the Company (the "Securities") pursuant to the Underwriting Agreement dated February 7, 2002 (the "Underwriting Agreement"), between the Company and you, as representatives of the several underwriters named in Schedule A thereto (the "Underwriters"). All capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Underwriting Agreement. In such capacity, we have examined copies of the Company's registration statement on Form S-3 (Registration No. 333-47493) and the amendments thereto filed to register the public offering and sale of the Securities and such other securities as may be offered from time to time in accordance with Rule 415 promulgated by the Securities and Exchange Commission (the "Commission") under the 1933 Act and 1933 Act Regulations, which registration statement was filed by the Company with the Commission on March 6, 1998. Such registration statement, as amended, in the form in which it was declared effective by the Commission under the 1933 Act...
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Subject Subsidiaries means all Subsidiaries of the Borrowers other than NewGP and its Subsidiaries.
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Examples of Subject Subsidiaries in a sentence

  • The execution, delivery and performance of the Indenture have been duly authorized by all necessary organizational action on the part of the Subject Subsidiaries.

  • Each of the Subject Subsidiaries has the organizational power to enter into and perform its obligations under the Indenture.

  • The Guarantees by the Subject Subsidiaries with respect to the Exchange Notes have been duly authorized by the Subject Subsidiaries.

  • To the knowledge of the Borrower and its Subject Subsidiaries, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any of its Subject Subsidiaries materially infringes upon any rights held by any other Person.

  • Each of the Subject Subsidiaries has been duly organized under the laws of its jurisdiction of organization as set forth on Schedule A hereto and is validly existing and in good standing under the laws of such jurisdiction.

  • The Guarantee by the Subject Subsidiaries with respect to the Exchange Notes has been duly authorized by the Subject Subsidiaries.

  • To the knowledge of each Loan Party and its Subject Subsidiaries, the use of the IP Rights in connection with such businesses does not materially infringe or misappropriate the rights of any other Person.

  • The Guarantees by the Subject Subsidiaries with respect to the Securities have been duly authorized by the Subject Subsidiaries.

  • There are and, to the Knowledge of the Credit Parties, have been, no conditions, occurrences, or Hazardous Materials Activities which would reasonably be expected to form the basis of an Environmental Claim against Parent or any of its Subject Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

  • Our opinion in paragraph 1 is based solely upon our review of certificates from the secretaries of state (or comparable office) of the jurisdictions in which the applicable Subject Subsidiaries are incorporated, organized or formed.


More Definitions of Subject Subsidiaries

Subject Subsidiaries means, collectively, the Subsidiaries listed on Annex A hereto.
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Subject Subsidiaries means all Subsidiaries of the Company other than NewGP and its Subsidiaries.
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Related to Subject Subsidiaries

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

  • Excluded Subsidiaries means any Subsidiary of any Holding Company that is not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary); provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization); (i) with respect to which the Borrower (in consultation with the Administrative Agent) reasonably determines that guaranteeing or granting Liens to secure any of the Secured Obligations would result in material adverse tax consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a Securitization Subsidiary; (m) organized or incorporated outside of the United States or any state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness permitted hereunder and not incurred in contemplation of such Permitted Acquisition or other Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor (provided that each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable).

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Principal Subsidiaries means any subsidiary of the Guarantor whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a subsidiary which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, is at least 20 per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary of the Guarantor or to the Guarantor itself (the “transferee”) then:

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

  • Consolidated Restricted Subsidiaries means any Restricted Subsidiaries that are Consolidated Subsidiaries.

  • Restricted Subsidiaries means the Subsidiaries of the Borrower other than the Unrestricted Subsidiaries.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Material Subsidiaries Subsidiaries of the Parent Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

  • Immaterial Subsidiaries means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such period.

  • PRC Subsidiaries means all Company Subsidiaries organized under the Laws of the PRC.

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Insurance Subsidiaries means, collectively, MGMM Insurance Company, a Nevada corporation and any Subsidiaries formed for the purpose of facilitating and providing insurance coverage and claims services for the Company and its Subsidiaries.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Restricted Parties has the meaning set forth in Section 6.15(a).

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

  • Significant Subsidiaries means, as of any date of determination, collectively, all Subsidiaries that would constitute a “significant subsidiary” under Rule 1-02 of Regulation S-X promulgated by the SEC, and each of the foregoing, individually, a “Significant Subsidiary.”