Transfer to Wholly Owned Subsidiaries Sample Clauses

Transfer to Wholly Owned Subsidiaries. (a) Notwithstanding anything herein to the contrary, Party A may transfer all (but not less than all) of its Shares and Shareholders' Loan to any company which is a direct or indirect wholly owned Subsidiary of Principal Party A, without the consent of Party B provided that written notice is given to Principal Party B. Principal Party A further agrees that, in the event that Party A transfers
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Transfer to Wholly Owned Subsidiaries. Notwithstanding anything herein to the contrary, a Shareholder (other than the Interim Entity) may transfer all (but not less than all) of its Shares and Shareholders Loans to any company which is a direct or indirect wholly owned Subsidiary of the Principal Party of that Shareholder ("Relevant Principal Party"), without the consent of the other Shareholder provided that written notice is given to the other Principal Party. Each of the Principal Parties further agrees that, in the event that its Relevant Shareholder transfers Shares and Shareholders Loans to a direct or indirect wholly owned Subsidiary of such Principal Party, it will procure that such transferee (a) is and will remain its direct or indirect wholly owned Subsidiary and without limiting the foregoing, if for any reason it ceases to be so, shall procure the re-transfer of the Shares and Shareholders Loans to itself or the transfer of the Shares or Shareholders Loans to another direct or indirect wholly owned Subsidiary of it, and (b) (as a condition of any such transferee becoming a Shareholder) agrees to the adherence to this Agreement by executing and delivering to the other Shareholder a deed of adherence substantially in the form set out in Schedule 4. In the event of any such transfer, such Relevant Principal Party shall remain liable for all obligations of the transferee under this Agreement.
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Transfer to Wholly Owned Subsidiaries. (a) A party may assign and transfer its Interest to a wholly-owned direct or indirect subsidiary provided that, at or prior to the time of such transfer, such party notifies the other party of such transfer and the transferee undertakes and agrees with the parties hereto in writing to be bound by and to observe, perform and comply with the terms of this Agreement, including the provisions of this Section 6, and to assume all of the liabilities and obligations of the transferor under this Agreement, whether accruing before or becoming due after such transfer and assignment. The transferor and transferee will execute such agreements or documents as may be reasonably required in this regard by the other parties hereto. (b) Any subsequent transfer by a party of control over a wholly-owned subsidiary will be void if the effect of such transfer is to avoid the application thereafter of this Section 6.
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Transfer to Wholly Owned Subsidiaries. (a) A party may assign and transfer its Participating Interest to a wholly-owned direct or indirect subsidiary provided that, at or prior to the time of such transfer, the transferor notifies the other party of such transfer and the transferee undertakes and agrees with the other party hereto in writing to be bound by and to observe, perform and comply with the terms of this Agreement, including the provisions of this Section 13, and to assume all of the liabilities and obligations of the transferor under this Agreement, whether accruing before or becoming due after such transfer and assignment. The transferor and transferee will execute such agreements or documents as may be reasonably required in this regard by the other parties hereto.
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Related to Transfer to Wholly Owned Subsidiaries

  • Wholly-Owned Subsidiaries Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10.

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.

  • Wholly Owned Subsidiary As to Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by Borrower.

  • Transfer to Affiliates For the avoidance of doubt, transfer of employment among the Company and any of its Affiliates shall not constitute a termination of employment for purposes of this Award.

  • Additional Domestic Subsidiaries Promptly notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of 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. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • Domestic Subsidiaries On the Effective Date, Schedule 4 sets forth a true and complete list of the Domestic Subsidiaries.

  • Ownership; Subsidiaries All Equity Interests in the Credit Parties are owned as set forth in Schedule 4.6. Borrower has no Subsidiaries other than as set forth in Schedule 4.6. Except as has been disclosed to the Lender in Schedule 4.6, there are no outstanding subscription agreements, membership interest or share purchase agreements, warrants, or options for any Equity Interests in Borrower. Allseas and Phoenix are, directly or indirectly, wholly-owned subsidiaries of Holding Company and Affiliates of Borrower.

  • Subsidiaries and Owners; Investment Companies Schedule 6.1.2 states (i) the name of each of the Borrowers' Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the "Subsidiary Equity Interests"), (ii) the name of each holder of an equity interest in the Borrowers (except for Parent), and the amount, percentage and type of such equity interest, and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii). The Borrowers and each Subsidiary of the Borrowers have good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an "investment company" registered or required to be registered under the Investment Company Act of 1940 or under the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940 and shall not become such an "investment company" or under such "control."

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