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

  • 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.

  • 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).

  • Notwithstanding any of the foregoing Sections 5(a) to 5(e), if an IPO, a Subsidiary IPO,Non-Change of Control Merger Event, Non-IPO Liquidity Event or Change of Control occurs during the six months prior to any Maturity Date, then the Holders shall retain the rights in Sections 3 and 4 of this Note with respect to such IPO, Change of Control, Subsidiary IPO, Non-Change of Control Merger Event or Non-IPO Liquidity Event, as applicable.

  • 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.

  • The Issuer shall not, and shall ensure that none of its Subsidiaries shall, conduct a Subsidiary IPO if the Subsidiary whose securities are offered in connection with such Subsidiary IPO owns, directly or directly, all or substantially all of the Issuer’s assets or properties (determined on a consolidated basis); provided, however, that such Subsidiary IPO may be conducted upon the written consent of the Requisite Holders (not to be unreasonably withheld, conditioned or delayed).

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

  • 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.

  • Options to purchase One Hundred Seventy-Five Thousand (175,000) shares shall vest upon the successful sale within three (3) years of the Grant Date of (1) equity of securities of one of the Issuer's majority owned subsidiaries (other than Stampville) (the "Subsidiary") in an initial public offering through a registration statement which has been declared effective by the SEC or (2) all or any portion of the shares or assets of such Subsidiary for no less than $50,000,000 ("Subsidiary IPO Option").

  • 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 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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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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Related to Subsidiary IPO

  • Excluded Subsidiary means (i) each Subsidiary, in each case, for so long as any such Subsidiary does not (on (x) a consolidated basis with its Restricted Subsidiaries, if determined on the Closing Date by reference to the Historical Financial Statements or (y) a consolidated basis with its Restricted Subsidiaries, if determined after the Closing Date by reference to the financial statements delivered to the Administrative Agent pursuant to Section 9.1(a) and (b)) constitute a Material Subsidiary, (ii) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 9.11 (for so long as such Subsidiary remains a non-Wholly-Owned Restricted Subsidiary), (iii) any CFC Holding Company, (iv) any direct or indirect Subsidiary of a CFC or a CFC Holding Company, (v) any CFC, (vi) each Subsidiary that is prohibited by any applicable Contractual Requirement or Requirements of Law (to the extent existing on the Closing Date or, if later, the date it becomes a Restricted Subsidiary and in each case, not entered into in contemplation thereof) from guaranteeing or granting Liens to secure the Obligations or would require third-party or governmental (including regulatory) consent, approval, license or authorization to guarantee or grant such Liens to secure the Obligations (unless such consent, approval, license or authorization has been received), (vii) each Subsidiary with respect to which, as reasonably determined by the Borrower, the consequence of providing a Guarantee of the Obligations would adversely affect the ability of the Borrower and its respective Subsidiaries to satisfy applicable Requirements of Law, (viii) each Subsidiary with respect to which, as reasonably determined by the Borrower in consultation with the Administrative Agent, providing such a Guarantee would result in material adverse tax consequences, (ix) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (x) each Unrestricted Subsidiary, (xi) any Receivables Subsidiary, (xii) each other Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with assumed secured Indebtedness permitted hereunder, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such Indebtedness, in each case to the extent that, and for so long as, the documentation relating to such Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment permitted hereunder, (xiii) each Subsidiary that is a registered broker dealer and (xiv) each SPV, not-for-profit Subsidiary and captive insurance company.

  • Foreign Subsidiary Holdco means any Guarantor Subsidiary designated as a Foreign Subsidiary Holdco by the Company, so long as such Subsidiary has no material assets other than securities, indebtedness or receivables of one or more Foreign Subsidiaries (or Guarantor Subsidiaries thereof), intellectual property relating solely to such Foreign Subsidiaries (or Guarantor Subsidiaries thereof) and/or other assets (including cash and cash equivalents) relating to an ownership interest in any such securities, indebtedness, intellectual property or Guarantor Subsidiaries.

  • 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.

  • 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.

  • Subsidiary Financing Agreement means any agreement to be entered into between the Borrower and a Participating Bank pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time;

  • 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 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 a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

  • 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 in accordance with GAAP in good faith by a Responsible Officer, without intercompany eliminations.

  • Immaterial Domestic Subsidiary means any Domestic Subsidiary of the Borrower 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 that 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 Company.

  • 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 a Subsidiary of the Borrower that is not a U.S. Subsidiary.