Xxxxx Subsidiary definition

Xxxxx Subsidiary means any wholly owned Subsidiary of the Parent or of the Borrower that (a) is formed exclusively for the purpose of co-issuing Debt with the Parent or the Borrower and (b) does not own any assets other than assets relating to its existence and rights in respect of Debt co-issued by such Subsidiary.
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Xxxxx Subsidiary means any corporation, partnership, limited liability company, joint venture or other entity in which Xxxxx (a) owns, or at any relevant time owned, directly or indirectly, 50% or more of the outstanding voting securities or equity interests, or (b) is a general partner.
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Xxxxx Subsidiary means each Subsidiary of Xxxxx, except for (x) any Xxxxx Non-Controlled Subsidiary, (y) any Subsidiary of any Xxxxx Non-Controlled Subsidiary and (z) any Xxxxx Other Interests (as defined herein); (iii) "Xxxxx Non-Controlled Subsidiary" means either SMCI or CESI; and (iv) "Person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity. Schedule 2.2 of the Xxxxx Disclosure Letter sets forth a true and complete list of the equity securities owned by Xxxxx or any Xxxxx Subsidiary in any corporation, partnership, limited liability company, joint venture or other legal entity, excluding Xxxxx Subsidiaries.
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Examples of Xxxxx Subsidiary in a sentence

  • Each of Xxxxx and the Xxxxx Subsidiary have all necessary power and authority to own, lease and operate its properties and to carry on the Xxxxx Business as now conducted, except under Federal Cannabis Laws.

  • Each of Xxxxx and the Xxxxx Subsidiary has obtained, has complied in all material respects with, and is currently in compliance in all material respects with, all material Permits that are required for the occupation of its facilities and the ownership and operation of its business under applicable environmental Laws.

  • Other than the Xxxxx Subsidiary (which is a wholly-owned subsidiary of Xxxxx), Xxxxx has no Subsidiaries or any indirect interest in any Person.

  • Xxxxx and the Xxxxx Subsidiary, on a consolidated basis, possess or have valid rights to, all material assets and properties necessary to conduct the Xxxxx Business in the ordinary course of business as of the date hereof.

  • Each of Xxxxx and the Xxxxx Subsidiary is duly incorporated or organized, validly existing and in good standing under the Laws of its governing jurisdiction.

  • The execution, delivery and performance by Xxxxx of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Xxxxx Board of Directors and, except for the filing of the Articles of Merger with the Secretary of State of the State of Missouri, no other corporate proceedings on the part of Xxxxx or any Xxxxx Subsidiary are necessary to authorize the consummation of the Transactions other than, with respect to the Merger, obtaining the Xxxxx Shareholder Approval.

  • Neither Xxxxx nor any Xxxxx Subsidiary has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the Transactions, except that Xxxxx has engaged Xxxxxxx, Xxxxx & Co. as Xxxxx’x financial advisor, the financial arrangements with which have been disclosed in writing to Amcor prior to the date of this Agreement.

  • Since the Applicable Date and prior to the date of this Agreement, no complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters or compliance with Law, including from any current or former employee of Xxxxx or any Xxxxx Subsidiary regarding questionable accounting, auditing or legal compliance matters have, to the knowledge of Xxxxx, been received by Xxxxx.

  • Each of Xxxxx and the Xxxxx Subsidiary is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it, or the operation of the Xxxxx Business as currently conducted, makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have an Xxxxx Material Adverse Effect.

  • Each of Xxxxx and the Xxxxx Subsidiary: (i) has managed, held or possessed, and does currently manage, hold or possess, all material rights under; and (ii) has complied in all material respects with, and is currently in compliance in all material respects with, all Permits which are required for the operation of the Xxxxx Business by such Person or the ownership of the Xxxxx Subsidiary.


More Definitions of Xxxxx Subsidiary

Xxxxx Subsidiary and “XXXXX Subsidiaries” have the meaning as set forth in the Recitals.
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Xxxxx Subsidiary means each direct and indirect Subsidiary of Xxxxx other than a member of the Xxxxxxx-Xxxxxx Group.
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Xxxxx Subsidiary means 5310 Holdings LLC;
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Xxxxx Subsidiary has the meaning given to that term in Section 3.1(e) of this Agreement.
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Xxxxx Subsidiary means Xxxxx Biological Technology Tianjin Co., Ltd. (邻客 生物科技(天津) 有限公司).
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Related to Xxxxx Subsidiary

  • 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.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions and transactions related or incidental thereto.

  • Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

  • Non-U.S. Subsidiary means a Subsidiary of the Borrower that is not a U.S. Subsidiary.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • License Subsidiary means a direct or indirect wholly-owned Restricted Subsidiary of the Parent Borrower substantially all of the assets of which consist of Broadcast Licenses and related rights.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Current Subsidiary means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

  • Material Subsidiary means any Subsidiary that is not an Immaterial Subsidiary.

  • SBIC Subsidiary means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that is (x) either (i) a “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:

  • 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.

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

  • Domestic Subsidiary means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  • 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.

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

  • Relevant Subsidiary means any fully consolidated subsidiary of HeidelbergCement AG and for purposes only of this § 2 does not include any subsidiary which has one or more classes of equity securities (other than, or in addition to any convertible bonds or similar equity linked securities) which are listed or traded on a regulated stock exchange.

  • Pledged Subsidiary means each Subsidiary in respect of which the Administrative Agent has been granted a security interest in or a pledge of (a) any of the Capital Securities of such Subsidiary or (b) any intercompany notes of such Subsidiary owing to the Borrower or another Subsidiary.

  • Significant Domestic Subsidiary means any Domestic Subsidiary that is a Significant Subsidiary.

  • Excluded Subsidiary means (i) each Subsidiary, in each case, for so long as any such Subsidiary does not (on (x) a consolidated basis with its Restricted Subsidiaries, if determined on the Closing Date by reference to the Historical Financial Statements or (y) a consolidated basis with its Restricted Subsidiaries, if determined after the Closing Date by reference to the financial statements delivered to the Administrative Agent pursuant to Section 9.1(a) and (b)) constitute a Material Subsidiary, (ii) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 9.11 (for so long as such Subsidiary remains a non-Wholly-Owned Restricted Subsidiary), (iii) any CFC Holding Company, (iv) any direct or indirect Subsidiary of a CFC or a CFC Holding Company, (v) any CFC, (vi) each Subsidiary that is prohibited by any applicable Contractual Requirement or Requirements of Law (to the extent existing on the Closing Date or, if later, the date it becomes a Restricted Subsidiary and in each case, not entered into in contemplation thereof) from guaranteeing or granting Liens to secure the Obligations or would require third-party or governmental (including regulatory) consent, approval, license or authorization to guarantee or grant such Liens to secure the Obligations (unless such consent, approval, license or authorization has been received), (vii) each Subsidiary with respect to which, as reasonably determined by the Borrower, the consequence of providing a Guarantee of the Obligations would adversely affect the ability of the Borrower and its respective Subsidiaries to satisfy applicable Requirements of Law, (viii) each Subsidiary with respect to which, as reasonably determined by the Borrower in consultation with the Administrative Agent, providing such a Guarantee would result in material adverse tax consequences, (ix) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (x) each Unrestricted Subsidiary, (xi) any Receivables Subsidiary, (xii) each other Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with assumed secured Indebtedness permitted hereunder, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such Indebtedness, in each case to the extent that, and for so long as, the documentation relating to such Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment permitted hereunder, (xiii) each Subsidiary that is a registered broker dealer and (xiv) each SPV, not-for-profit Subsidiary and captive insurance company.

  • Consolidated Subsidiary means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared as of such date.

  • Foreign Restricted Subsidiary means any Restricted Subsidiary that is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

  • U.S. Subsidiary means any Subsidiary that is organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Intermediate Parent means any Subsidiary of Holdings and of which the Borrower is a subsidiary.