United States Subsidiary definition
Examples of United States Subsidiary in a sentence
Each United States Subsidiary further agrees that the terms of Section 9 of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Pledge Agreement.
Neither the Company nor any United States Subsidiary will permit any event or condition to exist which could permit any such plan to be terminated under circumstances which would cause the lien provided for in Section 4068 of ERISA to attach to the assets of the Company or any Subsidiary.
In addition, Borrowers will pledge from time to time such additional shares of any foreign subsidiary directly held by a Borrower or a United States Subsidiary thereof necessary to maintain Lenders’ pledge at 66% of the total outstanding shares of such foreign subsidiary.
During the Employment Period the Executive shall, without compensation other than that herein provided, also serve and continue to serve, if and when elected and re-elected, as an officer or director, or both, of any United States Subsidiary, division or Affiliate of the Corporation.
If Evenflo or any Evenflo United States Subsidiary utilizes a tax attribute of E&S or any E&S Subsidiary to reduce their United States federal income tax liability or their liability for taxes under the Old Tax Sharing Agreement, Evenflo shall pay E&S or the relevant E&S Subsidiary for the use of such tax attribute in accordance with paragraph 3 of the Old Tax Sharing Agreement.
The Company shall have delivered to the Purchaser a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of Delaware as of a date within one Business Day of the Closing Date and for each United States Subsidiary in such entity's state of incorporation or organization issued by the Secretary of State of such state of incorporation or organization as of a date within fifteen days of the Closing Date.
The Company owns, directly or indirectly, all of the capital stock or other equity interests of each United States Subsidiary free and clear of any “Liens” (which for purposes of this Agreement shall mean a lien, charge, security interest, encumbrance or other restriction), and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.
The payment and performance of the Obligations shall be guaranteed by each new United States Subsidiary of the Borrower which becomes a party to a Guaranty pursuant to Section 9.11.
Each United States Subsidiary has been duly incorporated under the laws of its respective jurisdiction of incorporation.
In addition, Borrowers will pledge from time to time such additional shares of any foreign subsidiary directly held by a Borrower or a United States Subsidiary thereof necessary to maintain Lender’s pledge at 66% of the total outstanding shares of such foreign subsidiary.