Subsidiary shall definition

Subsidiary shall mean with respect to any Person, any company, partnership or other entity (i) of which at least a majority of the shares of capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other similar managing body of such company, partnership or other entity are at the time owned or controlled, directly or indirectly, by such Person or (ii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries by such Person.

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Subsidiary shall mean, with respect to any Legal Entity, any other Legal Entity of which at least (i) 50% of the equity and (ii) 50% of the voting interests are owned, directly or indirectly, by such first Legal Entity.

Subsidiary shall mean: (i) on the Closing Date, Portfolio Management ---------- Consultants, Inc. ("PMC"), Portfolio Technology Services, Inc. ("PTS"), PMC Investment Services, Inc. ("PMCIS") and Portfolio Brokerage Services, Inc. and (ii) any corporation, more than fifty percent (50%) of the outstanding stock of which (of any class or classes, however designated, having ordinary voting power for the election of at least a majority of the members of the board of directors of such corporation, other than stock having such power only by reason of the happening of a contingency) is owned by Borrower.

Examples of Subsidiary shall in a sentence

• Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money.

• The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

• Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money.

• Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately.

• Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.

• Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

• No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.

• No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.

• Neither Borrower nor any Subsidiary shall suffer a Change in Control.

• The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

More Definitions of Subsidiary shall

Subsidiary shall have the meaning given in Clause 2.9.

Subsidiary shall mean any “significant subsidiary” or “subsidiary” (as such terms are defined in the SEC’s Rule 1-02 of Regulation S-X as promulgated under the Securities Act.

Subsidiary shall mean any Person that is controlled by (as defined in the definition of “Affiliate” above), either directly or indirectly, the Partnership or the Company.

Subsidiary shall mean with respect to any corporation shall mean any other corporation of which at least a majority of the securities having by their terms ordinary voting power to elect a majority of the Board of Directors of such other corporation is at the time directly or indirectly owned or controlled by such first corporation, or by such first corporation and one or more of its Subsidiaries. TAXES shall mean any federal, state, local, county, or foreign taxes or similar charges imposed by any Tribunal (including without limitation, estimated or actual income, franchise, gross receipts, sales, ad valorem, occupation, windfall profits, environmental, customs duties, social security, unemployment, disability, withholding, excise, use, transfer, payroll, real or personal property, value added, alternative, occupancy or other taxes, assessments, fees, levies, imposts, duties, deductions or other charges of any nature whatsoever (including, without limitation, interest and penalties) imposed by any law, rule or regulation. TAX OBLIGATIONS shall mean any Taxes which are attributable or relating to the assets or the Business of the Company for any periods ending on or before the Closing Date or which may be applicable because of the transactions contemplated hereby. TAX RETURNS shall mean all reports, elections, declarations, claims for refund, estimates, information statements and returns (including schedules and attachments thereto) relating to or required to be filed in connection with, any Taxes pursuant to statutes, rules, and regulations of any Tribunal. TOTAL LIABILITIES shall mean all liabilities (accrued or otherwise) of the Company on the Closing Date computed in accordance with GAAP (including without limitation the following accrued liabilities as of the Closing Date: payroll, unpaid vacation, sick pay and severance pay for employees, Taxes, carrier fees, accounting, legal and consulting fees and expenses, rent, the fees and expenses of Maverick other than the success fee). TRANSACTION OR TRANSACTIONS shall mean the acquisition of stock, performance of covenants, and transactions contemplated hereby in each case as contemplated by this Agreement. TRIBUNAL shall mean any government, arbitration panel, court or any federal, state, municipal or other governmental department, commission, board, bureau, agency, authority or instrumentality, domestic or foreign. UNDISPUTED DEBT ADJUSTMENT shall mean the amount equal to the difference between the Debt Adjustment, if any...

Subsidiary shall mean the following: an entity shall be deemed to be a "Subsidiary" of another Person if such Person directly or indirectly owns or purports to own, beneficially or of record, (a) an amount of voting securities of other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity's board of directors or other governing body, or (b) at least 50% of the outstanding equity or financial interests of such Entity. SUPERIOR PROPOSAL shall have the meaning set forth in Section 5.3(d) of this Agreement.