US Subsidiaries. Subject to clause (c) of this Section 4.04, below, the Issuer shall not permit any of its US Subsidiaries to, directly or indirectly:
US Subsidiaries. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any U.S. Subsidiary (other than an Excluded Subsidiary (unless, in the case of an Excluded Subsidiary that is not a CFC, a CFC Holdco or Subsidiary thereof, the U.S. Borrower elects to designate such Excluded Subsidiary as a U.S. Borrower Guarantor by providing written notice to the Administrative Agent of its intent to designate such Subsidiary as a U.S. Borrower Guarantor; provided that if the jurisdiction of organization of such Subsidiary is not the same as the jurisdiction of organization of any existing Subsidiary Guarantor, the Administrative Agent shall have consented to the designation of such Subsidiary as a U.S. Borrower Guarantor (which consent may be withheld in its reasonable discretion))) that is not already a party to a U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent (i) a U.S. Subsidiary Guaranty, duly executed by such U.S. Subsidiary, pursuant to which such U.S. Subsidiary becomes a U.S. Borrower Guarantor, (ii) resolutions of the Board of Directors or equivalent governing body of such U.S. Subsidiary, certified by the Secretary or an Assistant Secretary of such U.S. Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such U.S. Subsidiary Guaranty and the other Loan Documents to which such U.S. Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.
US Subsidiaries. (a) The aggregate liabilities of each US Subsidiary and the ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ended prior to the date hereof, are not of a level which would have a material adverse effect upon the financial condition of the VNU Group taken as a whole;
US Subsidiaries. 1.1 BASF Pharma Corporation is a corporation validly existing under the laws of the State of Delaware with 1,000 issued shares with no par value (hereinafter referred to as "BPC"). All such issued shares are directly or indirectly owned by Seller as described in Exhibit 1.1.
US Subsidiaries. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any U.S. Subsidiary (other than an Excluded Subsidiary (unless the Borrower elects to designate such Excluded Subsidiary as a U.S. Subsidiary Guarantor by providing written notice to the Administrative Agent of its intent to designate such Subsidiary as a U.S. Subsidiary Guarantor)) that is not already a party to a U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent (i) a U.S. Subsidiary Guaranty, duly executed by such U.S. Subsidiary, pursuant to which such U.S. Subsidiary becomes a U.S. Subsidiary Guarantor, (ii) resolutions of the Board of Directors or equivalent governing body of such U.S. Subsidiary, certified by the Secretary or an Assistant Secretary of such U.S. Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such U.S. Subsidiary Guaranty and the other Loan Documents to which such U.S. Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Required Lenders shall reasonably request, in each case, in form and substance reasonably satisfactory to the Required Lenders and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.
US Subsidiaries. The authorized share capital of the US Subsidiary is US$0.05, divided into 5,000 shares of US$0.00001 each, 5,000 shares of which are duly issued and outstanding and held by the Company. There are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the Equity Securities of the US Subsidiaries. Except as set forth in its Constitutional Documents and provided by the applicable Laws, no outstanding Equity Securities of the US Subsidiaries are subject to any preemptive rights, rights of first refusal or other rights to purchase such Equity Securities (whether in favor of such US Subsidiaries or any other Person).
US Subsidiaries. Group Members in the aggregate do not possess non-cash assets in the US having an aggregate book value of $15 million or more nor have they made aggregate sales in or into the US of $25 million or more in their most recent fiscal year.
US Subsidiaries. For so long as Guarantor owns, directly or indirectly, 50% or more of the voting stock of the Corporation, Guarantor hereby agrees and covenants, subject to Section 7.11, that any corporation or other entity taxable as a corporation for U.S. federal income tax purposes (i) which is created or organized in or under the laws of the United States, any state thereof or the District of Columbia and (ii) of which Guarantor owns or hereinafter shall own, directly or indirectly, stock meeting the stock ownership requirements described in Section 1504(a)(2) of the Code shall be included in the U.S. consolidated federal income tax group of which the Corporation is the parent.
US Subsidiaries. The authorized share capital of the US Subsidiary I is US$0.05, divided into 5,000 shares of US$0.00001 each, 5,000 shares of which are duly issued and outstanding and held by the Company. The authorized share capital of the US Subsidiary II is US$1, divided into 1,000 shares of US$0.001 each, 1,000 shares of which are duly issued and outstanding and held by the US Subsidiary I. There are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the Equity Securities of the US Subsidiaries. Except as set forth in its Constitutional Documents and provided by the applicable Laws, no outstanding Equity Securities of the US Subsidiaries are subject to any preemptive rights, rights of first refusal or other rights to purchase such Equity Securities (whether in favor of such US Subsidiaries or any other Person).
US Subsidiaries. The aggregate liabilities of each US Subsidiary and the ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ended prior to the date hereof, would not have a material adverse effect upon the financial condition of any US Subsidiary; each Employee Plan is in compliance in all material respects in form and operation with ERISA and the Code; except as disclosed, each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified as to form, and, to the knowledge of the Parent, nothing has occurred since the date of such determination that would adversely affect such determination; the fair market value of the assets of each Employee Plan subject to Title IV of ERISA is at least equal to the present value of the "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) under such Employee Plan determined using the actuarial assumptions and method used by the actuary to such Employee Plan in its most recent valuation of such Employee Plan; there are no actions, suits, or claims pending against or with respect to any Employee Plan (other than routine claims for benefits) which would cause any US Subsidiary to incur a material liability or to the knowledge of such US Subsidiary, which could reasonably be expected to be asserted against or with respect to any Employee Plan which would cause such US Subsidiary to incur a material liability; each of the Target and the ERISA Affiliates has made all material contributions to or under each such Employee Plan, or any contract or agreement requiring contribution to an Employee Plan; none of any US Subsidiary or any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions each in a manner which would cause such US Material Subsidiary to incur a material liability; and none of such US Subsidiary nor any of the ERISA Affiliates has incurred or reasonably expects to incur any material liability to PBGC other than for premiums under Section 4007 of ERISA.
