Example ContractsClausesForeign Subsidiary Holdco
Remove:

Subsidiary. Any corporation in which the Company, directly or indirectly, holds a majority of the voting power of such corporation’s outstanding shares of capital stock.

/

Subsidiary. Form any Subsidiary or Affiliate of any Person, except for the Subsidiaries of Borrower listed on [Schedule 4.01(a)].

Subsidiary.Subsidiary” means a corporation, company or other entity # at least fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or # which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but at least fifty percent (50%) of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company.

Subsidiary. The definition of Subsidiary in the Agreement is hereby amended by changing the reference of “the Corporation” in such definition to “Holding.”

Subsidiary. For purposes of this Agreement, the term “subsidiary” means any corporation, limited liability company, or other entity, of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as an Agent.

Domestic Subsidiary” shall mean any Subsidiary organized under the laws of any jurisdiction within the United States or any state thereof, other than a CFC Holdco Holding Company or a Subsidiary of a CFC or a CFC Holdco Holding Company.

Organization, Good Standing and Qualification of HoldCo; Articles of Incorporation and By-Laws. HoldCo is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws and has requisite corporate power and authority to own the assets owned by it and to conduct business as being conducted by it. HoldCo is qualified to do business as a foreign corporation in all jurisdictions in which its ownership of assets or activities might require its qualification to do business as a foreign corporation, except where the failure to be so qualified would not have a Company Material Adverse Effect. HoldCo has made available to Buyer or representatives of Buyer true, correct and complete copies of its Articles and By-Laws, each as amended to date.

Subsidiary Guarantors. The will not permit any other Domestic Subsidiary to become a borrower under, or to directly or indirectly guarantee any obligations of any Obligor under, any Loan Agreement unless the cause such Domestic Subsidiary to concurrently execute and deliver a Joinder to Subsidiary Guaranty to each holder of Notes and:

Subsidiary Borrowers. In addition to the requirements of any other applicable provision of this Agreement or any other Loan Document, if any Subsidiary of a Borrower is formed or acquired after the Agreement Date, the Borrowers will notify the Credit Parties in writing thereof within 10 Business Days following the date on which such Subsidiary is formed or acquired (or such later date as may be acceptable to the Administrative Agent in its sole discretion) and, by such date (unless any such requirement is waived in writing by the Administrative agent in its sole discretion):

Permit any Subsidiary to enter into, directly or indirectly, issue, incur, assume or Guarantee any Indebtedness unless # the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and # at the time of any incurrence of such Indebtedness, the sum of (without duplication) # the aggregate outstanding principal amount of such Indebtedness of Subsidiaries (including the principal amount of any Guarantee of the Obligations but excluding Indebtedness permitted by [clauses [(i) through (v)]] below), plus # the aggregate outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries secured by Liens in reliance on [[clause (n), (o) or (p) of Section 7.1]1]1]]1]1] or the final proviso to [Section 7.1], shall not exceed the Maximum Priority Amount at such time, except # Indebtedness in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), # any Indebtedness in effect as of the Closing Date that is listed on [Schedule 7.7] (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), # additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness secured by Liens in reliance on , not to exceed in principal amount at any one time outstanding, # Indebtedness of a Subsidiary to the Borrower or another Subsidiary and # Verizon Acquisition Debt, subject to compliance with .

Load more...
Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.