Controlled Foreign Corporations. Notwithstanding any term or provision of this Clause 24 or any other term in this Agreement or any Finance Document:
Controlled Foreign Corporations. Immediately upon the amendment of the Internal Revenue Code to allow the pledge of greater than two-thirds of the voting power of capital stock in a Controlled Foreign Corporation without potential adverse Tax consequences and at the request of any Lender (which request shall be made through the Administrative Agent), each applicable Grantor shall promptly (i) pledge to the Administrative Agent a first priority continuing security interest in, and Lien upon, such greater portion of capital stock of each such Controlled Foreign Corporation, and (ii) execute and deliver to Administrative Agent all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as Administrative Agent may reasonably request in order to create, evidence, and perfect such security interest and Lien.
Controlled Foreign Corporations. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s right, title or interest in any of the outstanding voting capital stock or other ownership interests of a Controlled Foreign Corporation (as defined below) in excess of 66% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, such greater percentage of capital stock or other ownership interests of each Controlled Foreign Corporation. As used herein, “Controlled Foreign Corporation” shall mean a “controlled foreign corporation” as defined in the Code.
Controlled Foreign Corporations. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s right, title or interest in any of the outstanding voting capital stock or other ownership interests of a Controlled Foreign Corporation (as defined below) in excess of 66% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that (i) immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, such greater percentage of capital stock or other ownership interests of each Controlled Foreign Corporation; and (ii) if no adverse tax consequences to such Grantor shall arise or exist in connection with the pledge of any Controlled Foreign Corporation, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, such Controlled Foreign Corporation. As used herein, “Controlled Foreign Corporation” shall mean a “controlled foreign corporation” as defined in the Code.
Controlled Foreign Corporations. Immediately upon the amendment of the Internal Revenue Code to allow the pledge of greater than two-thirds of the voting power of capital stock in a Controlled Foreign Corporation without potential adverse Tax consequences, each applicable Grantor shall promptly (i) pledge to the Administrative Agent a first priority continuing security interest in, and Lien upon, such greater portion of capital stock of each such Controlled Foreign Corporation, and (ii) execute and deliver to Administrative Agent all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as Administrative Agent may reasonably request in order to create, evidence, and perfect such security interest and Lien.
Controlled Foreign Corporations. Notwithstanding any term or provision of this Clause 19.12 or any other term in this Agreement or any Finance Document in the event that a Borrower is a US Tax Obligor:
Controlled Foreign Corporations. Neither the Purchaser nor any Affiliate of the Purchaser shall permit any Company Subsidiary that is a "controlled foreign corporation" within the meaning of Section 957 of the Code prior to the first day of the first income tax year beginning after the Closing Date of such Company, to take any action that results in a more than de minimis reduction of the "earnings and profits", as determined for United States federal income tax purposes, of such Company by virtue of (i) a dividend or deemed dividend for United States federal income tax purposes or (ii) entering into a transaction outside the ordinary course of business. This restriction shall not apply to any earnings and profits derived after the Closing Date, and shall in any event terminate as of the first day of the first taxable year of such controlled foreign corporation following the Closing Date. (j)
Controlled Foreign Corporations no obligation of a US Obligor under this Agreement or any Transaction Document shall be guaranteed by, or otherwise supported directly or indirectly by the assets of, a Non-US Person unless such Non-US Person is not a “controlled foreign corporation” as defined in Section 957(a) of the Internal Revenue Code. For the avoidance of doubt, this sub-clause shall not limit any obligation of a United States Person under this Agreement or the Finance Documents to pledge as security (a) all of the stock of a controlled foreign corporation held directly by such United States Person not entitled to vote and (b) less than 66 2/3% of the total combined voting power of all classes of stock of a controlled foreign corporation held directly by such United States Person entitled to vote. Schedule 1 The Parties Part 1 The Obligors Name of Borrower Registration number (or equivalent, if any) Luxottica Group S.p.A. 00891030272 Name of Guarantor Registration number (or equivalent, if any) Luxottica S.r.l. 00064820251 Luxottica U.S. Holdings Corp. Not applicable
Controlled Foreign Corporations. Notwithstanding any provision set forth in this Agreement or in any other Loan Document to the contrary, in no event shall (a) the assets of any Subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the obligations of the Borrower or (b) more than 65% of the voting stock of any first-tier Subsidiary of the Borrower be required to be pledged to secure the obligations of the Borrower where such first-tier subsidiary is a CFC.
Controlled Foreign Corporations. Notwithstanding anything herein to the contrary, in no event shall the Pledged Collateral include, and no Pledgor shall be deemed to
