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 entities: NAME OF SUBJECT SUBSIDIARY STATE OF INCORPORATION TYPE OF ENTITY GB Tools and Supplies, Inc. Wisconsin Corporation Engineered Solutions L.P. Indiana Limited Partnership Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxx H. Xxxxxxx Xxxxxxxx Xxxxxxx X. Xxxx Xxxxxx H.P. Xxxx Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Staple Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxx Xxxxx Xxxx Wachovia Capital Markets, LLC As Representatives of the Several Underwriters 0 Xx. Xxxx Xxxxxx Baltimore, MD 21202 Re: Actuant Corporation Ladies and Gentlemen: We have acted as counsel to Actuant Corporation, a Wisconsin corporation (the “Company”), in connection with the purchase by the Underwriters of an aggregate of 2,500,000 shares (the “Securities”) of Class A common stock, par value $0.20 per share, of the Company from the Company pursuant to the Underwriting Agreement dated December 21, 2004 among the several Underwriters named in Schedule A thereto (the “Underwriters”) and the Company (the “Underwriting Agreement”). This opinion is being delivered to you in accordance with Section 5(b) of the Underwriting Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Underwriting Agreement. We are not counsel to, nor do we express any opinion with respect to, Key Components, Inc., a New York corporation (“KCI”), or any of its subsidiaries, except with respect to the matters covered by the third to last paragraph hereof. We have examined the Registration Statement on Form S-3 (File No. 333-47493), as amended, filed by the Company under the 1933 Act as it became effective under the 1933 Act, including the exhibits thereto (collectively, together with the documents incorporated and deemed to be incorporated by reference therein, the “Registration Statement”) and the Company’s prospectus supplement dated December 21, 2004 and the related prospectus dated January 27, 1999, each in the form provided to the Underwriters for use in confirming sales of the Securities (collectively, together with the documents incorporated and deemed to be incorporated by reference therein, the “Prospectus”). We have also examined:
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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

  • 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.

  • 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.

  • It also carries out follow-up audits of whether or not the points noted or proposed that were found in the internal audit have been improved or implemented.- The Company defines the overall business activities of its Subject Subsidiaries as being subject to internal audits conducted by the Audit Department.

  • After the occurrence of the Credit Agreement Termination Date, Company agrees that it shall, to the extent granted to the Agent, and shall cause all of its Subsidiaries to the extent provided under the Credit Agreement (the "Subject Subsidiaries" which directly -------------------- or indirectly own any interest in the System) to (i) guaranty Company's obligations hereunder, and (ii) xxxxx x xxxx on their interests in the System, to secure performance of Company's obligations under this Agreement.

  • Neither the Parent nor any of its Subject Subsidiaries nor any of their respective Facilities or operations is subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

  • 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.

  • If the Buyer requests that one or more Section 338 Elections be made with respect to any Subject Subsidiary and/or any Subsidiary of any Subject Subsidiary, then Section 5.1(g) shall apply to determine the allocation of the Purchase Price and other relevant items among the assets of the Subject Subsidiaries and, if applicable, one or more of its Subsidiaries.

  • Neither Borrower nor any of the Subject Subsidiaries is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

  • The Selling Parties shall cause each of the Subject Entities and each of the Subject Subsidiaries to continue to carry its existing insurance through the Closing Date and shall not allow any Subject Entity or any Subject Subsidiary to commit any breach, default, termination or cancellation of such insurance policies, except for such breaches, defaults, terminations or cancellations which could not reasonably be expected to have a POC/Success Material Adverse Effect.

  • In the case of TWC, transfer, or permit any of its Subject Subsidiaries to transfer, any property to NewGP, except a transfer to NewGP of the Equity Interest in MLP held by Xxxxxxxx XX LLC or any other transfer necessary to maintain the 2% general partnership interest of NewGP in MLP; provided that the aggregate annual amount of such Investments under this Section 5.02(q) shall not exceed $10,000,000.


More Definitions of Subject Subsidiaries

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

  • 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.

  • 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, after giving effect to the Reorganization.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller 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 Borrower.

  • 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.

  • U.S. Subsidiaries means all such Subsidiaries.

  • 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 6.7(a).