Subsidiary Equity has the meaning specified in the Security Agreement.
Subsidiary Equity. With respect to each Obligor, (i) all of the issued and outstanding Equity Interests of each direct Domestic Subsidiary of such Obligor that are owned by such Obligor and (ii) up to 65% of the issued and outstanding voting Equity Interests (and 100% of the issued and outstanding non-voting Equity Interests, if any) of each direct Foreign Subsidiary of such Obligor that are owned by such Obligor, including the respective percentages of the Equity Interests of such Subsidiaries set forth on Schedule 1(b)(ii) hereto and any other shares of the Equity Interests hereafter required to be pledged and delivered to the Administrative Agent pursuant to Section 6.11 of the Credit Agreement, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following:
Subsidiary Equity means (a) with respect to the Equity Interests issued to any Grantor by any Subsidiary (other than a Foreign Subsidiary), 100% of such issued and outstanding Equity Interests, and (b) with respect to any Equity Interests issued to any Grantor by any Foreign Subsidiary (i) 100% of such issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956(c)(2)) and (ii) 66% (or such greater percentage that, due to a change in an Applicable Law after the date hereof, (x) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Grantor and (y) could not reasonably be expected to cause any material adverse tax consequences) of such issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)).
Examples of Subsidiary Equity in a sentence
The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable.
Each holder of a Subsidiary Equity Interest is conclusively presumed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.
The Company and each Subsidiary of the Company has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than Permitted Liens or, in the case of any Foreign Subsidiary, any restriction imposed by local Law) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable.
Subsidiary Equity Interests shall have the meaning specified in Section 6.1.2 [Subsidiaries and Owners; Investment Companies].
The Borrowers and each Subsidiary of the Borrowers have good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable.
More Definitions of Subsidiary Equity
Subsidiary Equity. Interests shall have the meaning specified in Section 6.1.2 [Subsidiaries and Owners; Investment Companies]. Swap shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder, other than (i) a swap entered into, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (ii) a commodity option entered into pursuant to CFTC Regulation 32.3(a). Swap Obligation shall mean any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender Provided Interest Rate Hedge. Swing Loan Commitment shall mean PNC’s commitment to make Swing Loans to the Borrowers pursuant to Section 2.1.2 [Swing Loan Commitment] hereof in an aggregate principal amount up to $50,000,000. DMEAST #35945034 v12 27 Swing Loan Lender shall mean PNC, in its capacity as a lender of Swing Loans.
Subsidiary Equity shall have the meaning set forth in Section 3.3(a).
Subsidiary Equity. Interests shall have the meaning specified in Section 6.1.3 [Subsidiaries]. Swap shall mean any "swap" as defined in Section 1a(47) of the CEA and regulations thereunder, other than (a) a swap entered into, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a). Swap Obligation shall mean any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender Provided Interest Rate Hedge or a Lender Provided Foreign Currency Hedge. Swing Loan Commitment shall mean PNC's commitment to make Swing Loans to the Borrower pursuant to Section 2.1.2 [Swing Loan Commitment] hereof in an aggregate principal amount up to $20,000,000. Swing Loan Lender shall mean PNC, in its capacity as a lender of Swing Loans. Swing Loan Note shall mean the Swing Loan Note of the Borrower in the form of Exhibit 1.1(N)
Subsidiary Equity. With respect to each Obligor (i) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (a) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (b) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary (other than any First-Tier Foreign Subsidiary that is not a Material Subsidiary), including such respective percentages of (I) the Capital Stock of the Material Subsidiaries set forth on Schedule 1(b)(ii) attached hereto and (II) any other shares of Capital Stock hereafter required to be pledged and delivered to the Administrative Agent pursuant to Section 7.14 of the Credit Agreement, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following:
Subsidiary Equity. With respect to each Obligor (i) 100% of the issued and outstanding Capital Stock of each direct Domestic Subsidiary and (ii) 65% (or such greater percentage that, (a) due to a change in an applicable Law after the date hereof, could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent or (b) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg.
Subsidiary Equity. With respect to each Obligor (i) the issued and outstanding shares of Capital Stock owned by such Obligor of each Subsidiary set forth on Schedule 1(b) attached hereto, and (ii) any other shares of Capital Stock hereafter required to be pledged and delivered to the Administrative Agent pursuant to Section 7.13 of the Credit Agreement, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following:
Subsidiary Equity. With respect to each Obligor, (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that is directly owned by such Obligor and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof,