Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a grant of security interests in its assets until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective Date.
First Tier Foreign Subsidiary mean a Foreign Subsidiary all or any portion of whose Stock is owned directly by the Borrower or a Domestic Subsidiary that is a Guarantor.
Foreign Subsidiary means any Subsidiary that is not a Domestic Subsidiary.
Material Foreign Subsidiary means any Foreign Subsidiary that is a Material Subsidiary.
Restricted Foreign Subsidiary means a Foreign Subsidiary that is a Restricted Subsidiary.
Immaterial Foreign Subsidiary means any Foreign Subsidiary of the Borrower that is not a Material Foreign Subsidiary.
Excluded Foreign Subsidiary any Foreign Subsidiary in respect of which either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.
Foreign Subsidiaries means Subsidiaries of the Company that are not Domestic Subsidiaries.
Designated Foreign Subsidiaries means all members of the Company Group that are organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.
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 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.
Excluded Subsidiary means (a) each Subsidiary listed on Schedule 1.01(a), (b) each Unrestricted Subsidiary, (c) each Immaterial Subsidiary, (d) any Subsidiary that is prohibited or restricted by (i) applicable Requirements of Law or (ii) any contractual obligation existing on the Effective Date or on the date any such Subsidiary is acquired (so long as in respect of any such contractual prohibition such prohibition is not incurred in contemplation of such acquisition), in each case from guaranteeing the Loan Document Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee, or for which the provision of a Guarantee would result in a material adverse tax consequence (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) to Holdings or one of its subsidiaries (as reasonably determined by either Borrower Party in consultation with the Administrative Agent), (e) any Restricted CFC, any FSHCO and any subsidiary of a Restricted CFC or FSHCO, in each case, to the extent the providing of a guarantee would result in material adverse tax consequences to Holdings or one of its subsidiaries as reasonably determined by the Borrower in consultation with the Administrative Agent, (f) any other Subsidiary excused from becoming a Loan Party pursuant to clause (a) of the last paragraph of the definition of the term “Collateral and Guarantee Requirement,” (g) any not-for-profit Subsidiaries, captive insurance companies or other special purpose subsidiaries designated by either Borrower Party from time to time, (h) any Receivables Subsidiary and (i) any Foreign Subsidiary of Holdings for which the providing of a guarantee could reasonably be expected to result in any violation or breach of, or conflict with, fiduciary duties of such subsidiary’s officers, directors or managers.
Immaterial Domestic Subsidiary means any Domestic Subsidiary of the Borrower that is not a Material Domestic Subsidiary.
Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.
Foreign Subsidiary Borrower means any Eligible Foreign Subsidiary that becomes a Foreign Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.
Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.