Subsidiary Transfers definition

Subsidiary Transfers means the transfers by the Transferring Persons of the Transferred Systems to Time Warner Cable.
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Subsidiary Transfers the transfers by Parent and the members of the Parent Group of shares of capital stock of its subsidiaries in [Argentina, Portugal, Netherlands and Spain] as set forth in Annex III hereto.
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Subsidiary Transfers means the transfers by the Transferring Persons of the Transferred Systems to TWE.
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Examples of Subsidiary Transfers in a sentence

  • Prior to or concurrently with the Closing, the Sellers shall cause (i) mPm Systems to complete the sale of certain of its assets to Aero-Motive (U.K.) Limited, a U.K. corporation and a subsidiary of Purchaser, free and clear of any encumbrances in accordance with the instructions provided by the Purchaser; and (ii) mPm to sell its entire shareholding in mPm Systems to the other current shareholders of such company (the transfers under (i) and (ii) collectively referred to as the "UK Subsidiary Transfers").

  • It is understood and agreed that the existence of this document and the matters contemplated hereby (including a possible change in the Parent’s jurisdiction of organization and the possible consummation of the Delaware Merger, the Domestication, the Super Parent Transaction and the Subsidiary Transfers) are confidential and constitute confidential Information within the meaning of and subject to Section 9.12 (“Confidentiality”) of the Credit Agreement.

  • Except for Permitted Debt, Permitted Subsidiary Transfers and advancements required under SGRP's By-Laws, make any loans, advances or extensions of credit to any officer, director, executive employee or shareholder of any Loan Party (or any relative of any of the foregoing), or to any entity which is a subsidiary of, related to, affiliated with, or has common shareholders, officers or directors with, any Loan Party.

  • The proviso at the end of Section 5.03 is hereby amended to read in its entirety as follows: ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution, or the Delaware Merger, the Domestication or the Super Parent Transaction, or any Subsidiary Transfers, permitted under Section 6.04.

  • It is understood and agreed that Parent has no obligation hereunder to proceed with or to complete the Delaware Merger, the Domestication, the Super Parent Transaction or any Subsidiary Transfers.

  • The Company Subsidiary Transfers shall have been completed in form and substance reasonably satisfactory to the Purchaser.

  • Seller shall thereafter consider in good faith any mutually beneficial alternative method for effectuating such Foreign Business Subsidiary Transfer(s) suggested by Purchaser within ten (10) Business Days of Purchaser’s receipt of such document(s).

  • No later than twenty (20) Business Days before effectuating any Foreign Business Subsidiary Transfer, Seller shall provide Purchaser with a draft of the relevant document(s) pursuant to which the Foreign Business Subsidiary Transfer(s) will be effected and shall make its employees reasonably available to explain to Purchaser the specific steps contemplated to be taken to achieve any such Foreign Business Subsidiary Transfer.

  • Absent Lender's written consent to the contrary, the proceeds of Advances after the initial Advance will be used by Borrowers solely for working capital purposes and Permitted Subsidiary Transfers.

  • The UK Subsidiary Transfers, the Repayment of the MIN-TEC Loan and the Preclosing Transfers shall have been completed.


More Definitions of Subsidiary Transfers

Subsidiary Transfers shall have the meaning set forth in the recitals hereof.
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Related to Subsidiary Transfers

  • Subsidiary Securities collectively, the (i) investments, including Loans, acquired by a Subsidiary and delivered to the Custodian from time to time during the term of, and pursuant to the terms of, this Agreement and (ii) all dividends in kind (e.g., non-cash dividends) from the investments described in clause (i).

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).

  • 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.

  • Subsidiary Shares has the meaning ascribed to it in Section 3.3(a).

  • 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.

  • 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.

  • Subsidiary Redesignation shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.01.

  • Permitted Affiliate Transactions means any transaction entered into between any member of the Group and the Parent or any other member of the Kronos Group either (i) in the ordinary course of trading or business and in accordance with past practice or (ii) which is necessary to accommodate legal or regulatory requirements of such member of the Group.

  • 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;

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to:

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

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

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

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Special Purpose Securitization Subsidiary means (i) a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein, and which is organized in a manner (as determined by the Borrower in good faith) intended to reduce the likelihood that it would be substantively consolidated with Holdings (prior to a Qualified IPO), the Borrower or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event Holdings (prior to a Qualified IPO), the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law) and (ii) any subsidiary of a Special Purpose Securitization Subsidiary.

  • Post-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

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

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

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

  • Permitted Sale Leaseback means any Sale Leaseback consummated by the Borrower or any of the Restricted Subsidiaries after the Original Closing Date, provided that any such Sale Leaseback not between (a) a Credit Party and another Credit Party or (b) a Restricted Subsidiary that is not a Credit Party to another Restricted Subsidiary that is not a Credit Party is consummated for fair value as determined at the time of consummation in good faith by (i) the Borrower or such Restricted Subsidiary and, in the case of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of which exceed $100,000,000, (ii) the board of directors of the Borrower or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

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

  • Designated Payment/Transfer Office means (i) with respect to the initial Paying Agent/Registrar named herein, its office in Dallas, Texas, or at such other location designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the City and such successor.

  • Transfer Restricted Securities means securities that bear or are required to bear the legend set forth in Section 2.06 hereof.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.