Subsidiary IPO definition

Subsidiary IPO means a public offering and sale of equity securities of a Subsidiary of the Partnership or any successor corporation in any transaction or series of related transactions, pursuant to an effective registration statement (other than on Form X-0, X-0 or their equivalents) filed under the 1933 Act.
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Subsidiary IPO means an initial public offering of securities of any Subsidiary of the Corporation other than an initial public offering of securities of any Subsidiary of the Corporation (a) that, together with all other public offerings of securities of any other Subsidiaries of the Corporation, represents less than fifty percent (50%) of the Corporation’s Adjusted EBITDA determined as of the last day of the fiscal quarter prior to the effective date of such offering, whether in a single offering or a series of offerings, (b) where any securities not sold or issued in such offering are retained by the Corporation (and not Transferred or issued to any other Person including any equity holder of the Corporation), and (c) the proceeds of which are used solely for repaying indebtedness of the Corporation or any of its Subsidiaries or, to the extent that, on a pro forma basis following such repayment and/or reinvestment, the Total Net Leverage (as such term is defined in the Stockholders Agreement) immediately following such reinvestment is less than 5.25x, reinvestments in assets of the Corporation or any of its Subsidiaries.
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Subsidiary IPO has the meaning given in Section 12.9(a)(ii).
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Examples of Subsidiary IPO in a sentence

  • Within twenty (20) Business Days following the receipt of such list, FMC shall provide a written list to Subsidiary of those Subsidiary IPO Tax Returns that FMC wishes to review.

  • In the event that the time periods provided in this Section 9.2(a) would not provide FMC with a reasonable period of time within which to review any such Subsidiary IPO Tax Return prior to the filing of such Tax Return, then the parties shall cooperate in order that FMC may participate in the preparation of such Tax Return and have the rights otherwise provided in this Section 9.2(a).

  • The Indenture provides that upon the occurrence of a Change of Control, Asset Sale or a Qualified Subsidiary IPO, and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture.

  • Upon completion of a Qualified Subsidiary IPO and the repayment of its Intercompany Note, such Restricted Subsidiary will become an Unrestricted Subsidiary.

  • Section 7.2. Subsidiary IPO; Withdrawal of Shares.....................................

  • If at any time when any of High Voltage Engineering Corporation's 1997 Warrants are outstanding there occurs a Qualified Subsidiary IPO, as defined in the 1997 Warrants, the Company shall deliver to the Executive shares of the common stock of the Qualified Subsidiary in substitution for certain of the Stock Units, determined in accordance with the principles set forth in Section 14 of the 1997 Warrants, particularly paragraph (e) thereof.

  • If at any time when any of High Voltage Engineering Corporation's 1997 Warrants are outstanding there occurs a Qualified Subsidiary IPO, as defined in the 1997 Warrants, the Company shall cause the relevant Qualified Subsidiary to grant to the Optionee an option covering its common stock in substitution for certain Stock Units, determined in accordance with the principles set forth in Section 14 of the 1997 Warrants, particularly paragraph (e) thereof.


More Definitions of Subsidiary IPO

Subsidiary IPO means a public offering of Common Equity of a Subsidiary of the Issuer in which such Common Equity are listed on a securities exchange.
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Subsidiary IPO means the closing of an underwritten (firm commitment) public offering of and sale of equity securities of a Subsidiary of the Partnership or any successor corporation in any transaction or series of related transactions, pursuant to an effective registration statement (other than on Form S-4, S-8 or their equivalents) filed under the 1933 Act.
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Subsidiary IPO means the public offering of the common stock of one (and only one) Subsidiary of RELTEC, PROVIDED that (A) the assets and divisions of such Subsidiary shall be limited to no more than one of the four divisions of RELTEC existing on the Restatement Effective Date and (B) after giving effect to such offering the Company shall own directly or indirectly at least a majority on a fully diluted basis of the economic and voting interest of such Subsidiary's capital stock.
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Subsidiary IPO means an initial public offering of any Subsidiary of the Company.
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Related to Subsidiary IPO

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

  • Foreign Subsidiary Holdco any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an ownership interest in any such Capital Stock.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Inactive Subsidiary means any Subsidiary of the Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $10,000 and (c) does not have any Indebtedness outstanding.

  • Qualifying IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

  • Subsidiary means an entity in which more than 50 percent of the entity is owned—

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • 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).

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • Domestic Subsidiary means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined on a consolidated basis in accordance with GAAP in good faith by a Responsible Officer.

  • Immaterial Domestic Subsidiary means any Domestic Subsidiary that is not a Material Domestic Subsidiary.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

  • Foreign Restricted Subsidiary means any Restricted Subsidiary which is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

  • Foreign Subsidiary means any Subsidiary that is not a Domestic Subsidiary.

  • Foreign Subsidiary Voting Stock the voting Capital Stock of any Foreign Subsidiary.

  • Unrestricted Subsidiary Indebtedness of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary

  • Converted Restricted Subsidiary has the meaning specified in the definition of “Consolidated EBITDA.”

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • 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.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • Qualified IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).