Qualifying Subsidiaries Clause Samples
The 'Qualifying Subsidiaries' clause defines which subsidiaries of a party are eligible to receive certain rights or benefits under the agreement. Typically, this clause sets out specific criteria—such as ownership percentage, control, or compliance with particular standards—that a subsidiary must meet to be considered 'qualifying.' For example, only subsidiaries wholly owned by the parent company or those operating within a certain jurisdiction may be included. The core function of this clause is to clearly delineate which entities are covered by the agreement, thereby preventing ambiguity and ensuring that only intended subsidiaries benefit from or are bound by its terms.
Qualifying Subsidiaries. 9.3.1 If any Shareholder that is a Qualifying Subsidiary is about to or will cease to be a Qualifying Subsidiary it must, before ceasing to be a Qualifying Subsidiary, ensure that its interest in all and not part only of the Shares in which it is interested shall be effectively transferred to GE Equity or Able Star (as the case may be) or to another Qualifying Subsidiary.
9.3.2 Able Star and GE Equity may agree from time to time (on a case by case basis) that any subsidiary of any of CITIC and GEC should be deemed to be and should be treated as a Qualifying Subsidiary, as the case may be, for the purposes of this Agreement. Any such agreement shall specify the terms on which it is made and given (including any minimum level of ownership and/or control which CITIC or GEC, as the case may be, is required to maintain in such subsidiary) and, in the event of any failure to comply with such conditions at any time, the relevant entity shall (for the avoidance of doubt) be deemed to have ceased to be a Qualifying Subsidiary, as the case may be.
9.3.3 Any request by CITIC or GEC, as the case may be, that any of its subsidiaries be treated as a Qualifying Subsidiary for the purposes of this Agreement (a “Request”) shall not be unreasonably refused by the other. The agreement of the other to any such Request shall not be unreasonably withheld or delayed.
Qualifying Subsidiaries. 9.3.1 If any Shareholder that is a Qualifying Subsidiary is about to or will cease to be a Qualifying Subsidiary it must, before ceasing to be a Qualifying Subsidiary, ensure that its interest in all and not part only of the Shares in which it is interested shall be effectively transferred to GEC or CITIC (as the case may be) or to another Qualifying Subsidiary.
9.3.2 CITIC and GEC may agree from time to time (on a case by case basis) that any subsidiary of any of CITIC and GEC should be deemed to be and should be treated as a Qualifying Subsidiary, as the case may be, for the purposes of this Agreement. Any such agreement shall specify the terms on which it is made and given (including any minimum level of ownership and/or control which CITIC or GEC, as the case may be, is required to maintain in such subsidiary) and, in the event of any failure to comply with such conditions at any time, the relevant entity shall (for the avoidance of doubt) be deemed to have ceased to be a Qualifying Subsidiary, as the case may be.
Qualifying Subsidiaries. (i) Permit, or permit any of its Subsidiaries to permit, any Qualifying Subsidiary to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets or properties of any character (whether now owned or hereafter acquired); (ii) permit, or permit any of its Subsidiaries to permit, any Qualifying Subsidiary to create, incur, assume or suffer to exist any Debt (other than Debt incurred by a Qualifying Subsidiary in the ordinary course of business to the state in which such Qualifying Subsidiary is organized in respect of franchise taxes and related fees payable by such Qualifying Subsidiary in an amount not to exceed $1,000 in the aggregate for any Qualifying Subsidiary); (iii) sell, lease, or otherwise transfer, or permit any of its Subsidiaries to sell, lease or otherwise transfer, any assets or property to any Qualifying Subsidiary or grant, or permit any of its Subsidiaries to grant, any option or other right to any Qualifying Subsidiary to purchase, lease or otherwise acquire any assets or property (except a capital contribution by the Borrower to a Qualifying Subsidiary in an amount not to exceed $2,000 in the aggregate for any Qualifying Subsidiary); (iv) make or hold, or permit any of its Subsidiaries to make or hold, any Investment in a Qualifying Subsidiary (except a capital contribution by the Borrower to a Qualifying Subsidiary in an amount not to exceed $2,000 in the aggregate for any Qualifying Subsidiary);or (v) create more than five Qualifying Subsidiaries."