Subsidiary of a definition

Subsidiary of a. Person shall mean a subsidiary of such Person within the meaning of Regulation S-X under the Securities Act. Successor of a Person shall mean the Business Entity, if any, which succeeds to the ownership of all or substantially all of its assets. Successor Entity shall mean a Business Entity described in clause (ii) or (iii) of Section 16.1(a). Tax Opinion shall mean an Opinion of Counsel to the effect that a specified event would not cause an Adverse Partnership Tax Event. Tax Realization Event shall mean any one or more events, conditions or circumstances in which, or as a result of which, any Partner or any of its Affiliates realizes or is reasonably likely to be treated as realizing, either directly or through allocations of Partnership income, income for federal income tax purposes (including without limitation capital gain income), with respect to all or any part of the difference between (i) the value of any property contributed (or deemed contributed under applicable law) by such Partner or Affiliate to the Partnership, determined either as of the time of such contribution (or deemed contribution) or the time of such realization, and (ii) such Partner's or Affiliate's or the Partnership's basis, for federal income tax purposes, in such property, other than as a result of a sale of such property by the Partnership exclusively for cash. Taxable Income or Taxable Loss, when referring to allocations made to a particular class of Units or to a particular Partner or Assignee, shall mean the gross income less applicable deductions, computed for federal income tax purposes, allocated to such class of Units or Partner or Assignee. Termination Event with respect to a General Partner shall mean, (i) if such General Partner is an individual, his death or the entry by a court of competent jurisdiction of an order adjudicating him incompetent to manage his person or his property; (ii) if such General Partner is acting as a General Partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee); (iii) if such General
Sample 1Sample 2
Subsidiary of a. Person shall mean a subsidiary of such Person within the meaning of Regulation S-X under the Securities Act. Successor of a Person shall mean the Business Entity, if any, which succeeds to the ownership of all or substantially all of its assets. Successor Entity shall mean a Business Entity described in clause (ii) or (iii) of Section 16.1(a). Tax Opinion shall mean an Opinion of Counsel to the effect that a specified event would not cause an Adverse Partnership Tax Event. Tax Realization Event shall mean any one or more events, conditions or circumstances in which, or as a result of which, any Partner or any of its Affiliates realizes or is reasonably likely to be treated as realizing, either directly or through allocations of Partnership income, income for federal income tax purposes (including without limitation capital gain income), with respect to all or any part of the difference between (i) the value of any property contributed (or deemed contributed under applicable law) by such Partner or Affiliate to the Partnership, determined either as of the time of such contribution (or deemed contribution) or the time of such realization, and (ii) such Partner's or Affiliate's or the Partnership's basis, for federal income tax purposes, in such property, other than as a result of a sale of such property by the Partnership exclusively for cash.
Sample 1Sample 2
Subsidiary of a company shall mean a corporation or other legal entity (i) the majority (i.e., greater than 50%) of whose shares or other securities entitled to vote for election of directors (or other managing authority) is now or hereafter controlled by such company either directly or indirectly; or (ii) which does not have outstanding shares or securities but the majority of whose ownership interest representing the right to manage such corporation or other legal entity is now or hereafter owned and controlled by such company either directly or indirectly; but any such corporation or other legal entity shall be deemed to be a Subsidiary of such company only as long as such control or ownership and control exists.
Sample 1

Examples of Subsidiary of a in a sentence

  • The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder.

  • Any dissolution, liquidation or winding up by Borrower or a Subsidiary of a substantial portion of their business.

  • Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein.

  • For the purposes of this Agreement, the term “divestiture” shall mean a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.

  • This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party, any Subsidiary of a Loan Party or any other Person.

  • Upon the execution and delivery by any Subsidiary of a Grantor Joinder Agreement, any such Subsidiary shall become a party hereto and a Grantor hereunder with the same force and effect as if originally named as such herein.

  • All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those created under the Security Documents.

  • Upon execution and delivery by the Administrative Agent and a Restricted Subsidiary of a Guaranty Supplement, such Restricted Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein.

  • Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company.

  • If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent, a Loan Party or any Subsidiary of a Loan Party, then the Administrative Agent, such Loan Party or such Subsidiary of a Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.


More Definitions of Subsidiary of a

Subsidiary of a party means a corporation or other entity of which more than fifty percent (50%) of the outstanding stock or other equity interests entitled to vote for the election of directors or equivalent governing body is now or hereinafter controlled, directly or indirectly, by that party, but such corporation or other entity shall be deemed to be a Subsidiary only so long as such ownership exists.
Sample 1
Subsidiary of a. PARTY shall mean a corporation, company, or other entity, regardless of tier, 50% or more of whose outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors or other governing authorities, which are now or hereafter owned or controlled, directly or indirectly, by such PARTY or by another SUBSIDIARY of such PARTY regardless of tier; but such corporation, company, or other entity shall be deemed to be a SUBSIDIARY only so long as such ownership or control exists.
Sample 1
Subsidiary of a. Person shall mean (a) an entity at least fifty percent (50%) of the equity or voting interests of which are owned, directly or indirectly, by such Person; (b) a limited partnership whose sole general partner or managing general partner is such Person; or (c) a general partnership whose managing general partner is such Person. For purposes of this Organization Agreement, neither WMC nor PCS Par shall be considered to be a Subsidiary of USW or ATI. 1. 104 SUBSTANCE OF CONCERN shall mean any chemical, pollutant, contaminant, waste, toxic substance, industrial substance, noxious substance, hazardous substance, radioactive material, asbestos, genetically modified organism, petroleum or petroleum product.
Sample 1

Related to Subsidiary of a

  • Subsidiary of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 50% of the voting stock, membership interests or other equity interests is owned or controlled directly or indirectly by such Person, or one or more of the Subsidiaries of such Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a "Subsidiary" refer to a Subsidiary of the Company.

  • Subsidiary of the Company or “Subsidiary” means a corporation, a majority of the outstanding voting shares of which is owned, directly or indirectly, by the Company or by one or more subsidiaries of the Company and, as used in this definition, “voting shares” means shares of a class or classes ordinarily entitled to vote for the election of the majority of the directors of a corporation irrespective of whether or not shares of any other class or classes shall have or might have the right to vote for directors by reason of the happening of any contingency;

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

  • Subsidiary or Subsidiaries means any Person of which any other specified Person owns, directly or indirectly through a Subsidiary, a nominee arrangement or otherwise, at least a majority of the outstanding capital stock (or other units of beneficial interest) entitled to vote generally or otherwise have the power to elect a majority of the board of directors or similar governing body or the legal power to direct the business or policies of such Person.

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

  • Borrowing Subsidiary means any Subsidiary that has been designated as such pursuant to Section 2.18 and that has not ceased to be a Borrowing Subsidiary as provided in such Section.

  • Wholly Owned Subsidiary Guarantor any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

  • 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.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Subsidiary Securities means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary, whether or not constituting a "security" under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

  • Equity Interests means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • 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.

  • 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.

  • Borrowing Subsidiary Agreement means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1.

  • Eligible Subsidiary means each Subsidiary of the Parent set forth on Exhibit A hereto, as the same may be updated from time to time with Laurus’ written consent.

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

  • Special Equity Interest means any Equity Interest that is subject to a Lien in favor of creditors of the issuer of such Equity Interest provided that (a) such Lien was created to secure Indebtedness owing by such issuer to such creditors, (b) such Indebtedness was (i) in existence at the time the Obligors acquired such Equity Interest, (ii) incurred or assumed by such issuer substantially contemporaneously with such acquisition or (iii) already subject to a Lien granted to such creditors and (c) unless such Equity Interest is not intended to be included in the Collateral, the documentation creating or governing such Lien does not prohibit the inclusion of such Equity Interest in the Collateral.

  • Subsidiary Loan Party means each Subsidiary of the Borrower that is a party to the Guarantee Agreement.

  • Non-Guarantor Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

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

  • Subsidiary Loan means any loan made pursuant to a Subsidiary Loan Agreement.

  • Subsidiary Stock means, with respect to any Person, the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of any Subsidiary of such Person.