Subsidiary shall definition

Subsidiary shall mean, with respect to any Person, any entity in which such Person owns or controls in excess of 50% of the securities or ownership interests representing the ordinary voting power of such entity.
Sample 1Sample 2
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.
Sample 1Sample 2
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.
Sample 1Sample 2

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.

  • For purposes of this Section 1(a), a Director, Officer or Non-Officer Employee of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation.

  • 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.

  • The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all applicable taxes (including the Participant’s payroll tax obligations) required or permitted by Applicable Laws to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan.

  • The Company and any Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee.

  • 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.


More Definitions of Subsidiary shall

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.
Sample 1
Subsidiary shall have the meaning given in Clause 2.9.
Sample 1
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...
Sample 1
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.
Sample 1
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.
Sample 1

Related to Subsidiary shall

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

  • 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.

  • Subsidiary Shares shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • 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.

  • Subsidiary(ies) means any other corporation, association, joint stock company, business trust, limited liability company, partnership or any other business entity of which more than fifty percent (50%) of the outstanding voting stock, share capital, membership, partnership or other interests, as the case may be, is owned either directly or indirectly by any Person or one or more of its Subsidiaries, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by any Person and/or its Subsidiaries. Unless otherwise specified to the contrary herein or the context otherwise requires, Subsidiary(ies) shall refer to the Subsidiary(ies) of the Borrower.

  • 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.

  • 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 Equity Interests has the meaning specified in Section 5.6.

  • Subsidiary Companies means all business entities that, at the time in question, are subsidiaries of the Company, within the meaning of section 424(f) of the Code.

  • Subsidiary Company means any subsidiary company within the meaning of section 7 of the Companies Act 2014 which is a wholly owned entity used by a Fund to hold assets.

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

  • Non-Wholly Owned Subsidiary means, as to any Person, each Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person.

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

  • Subsidiary Entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Controlled Group of Corporations has the meaning set forth in Code Section 1563.

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

  • Issuer Subsidiary means any subsidiary of the Issuer.

  • Topco has the meaning set forth in the Preamble.

  • Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, leasing, developing, constructing or acquiring energy generating, transmission or distribution assets, or assets related thereto, or any other power or energy facility or any assets related thereto, and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.

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

  • 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.

  • 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.

  • Converted entity means the converting entity as it continues in existence after a conversion.