ADC Foreign Subsidiaries definition

ADC Foreign Subsidiaries means those entities listed on Schedule 1.1(o).
Sample 1
ADC Foreign Subsidiaries means Nihon ADC Kabushiki Kaisha, ADC Telecommunications Netherlands B.V., ADC Telecommunications GmbH, ADC Telecommunications (Shanghai) Distribution Co. Ltd. (STC), ADC Telecommunications, Inc. – Shanghai Representative Office, ADC Telecommunications, Inc. – Beijing Representative Office, and ADC Telecommunications, Inc. - Korean Branch.
Sample 1

Examples of ADC Foreign Subsidiaries in a sentence

  • The probe can be positioned with a fixation screw at radii from 0 to 170 mm.

  • The Kish grid (Kish, 1949) is commonly used by those conducting large scale surveys.

  • Except as disclosed on Schedule 3.7, each member of the ADC Group has and, upon consummation of the transactions contemplated by this Agreement, Buyers will have good and marketable title to and be the lawful owner in every respect of, or have a valid leasehold interest in, all of the tangible Purchased Assets and all tangible assets of the ADC Foreign Subsidiaries (other than the Non-Assignable Assets) free and clear of any Encumbrances, except for the Permitted Encumbrances.

  • At Buyer’s reasonable request, each of Seller, the Acquired Subsidiaries, ADC (USA), and the ADC Foreign Subsidiaries shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, and representatives reasonably to cooperate, with Buyer and its Affiliates in structuring and implementing the transactions contemplated by this Agreement in order to assist Buyer and its Affiliates in their Tax planning.

  • Sellers will transfer certain assets and liabilities of the BCD Business and all of the equity interests of the ADC Foreign Subsidiaries to Buyers, and Buyers will purchase such assets and equity interests and assume such liabilities from Sellers, on the terms and conditions set forth herein.

  • Except as set forth on Schedule 3.8, the items of tangible personal property included in the Purchased Assets and all tangible personal property of the ADC Foreign Subsidiaries are in good operating condition, free of any defects (except those resulting from normal wear and operation), except where the condition of such assets, defects in such assets or the failure to so maintain such assets would not have a Material Adverse Effect.

  • ADC shall, subject to Applicable Law, cause the ADC Foreign Subsidiaries to take all action necessary to transfer the Foreign Billing Software Business Assets set forth on Schedule 2.1(c)(i) and assign all Assumed Liabilities owned by each such ADC Foreign Subsidiary with respect to the Billing Software Business to Buyer for no additional consideration and Buyer shall assume all such Foreign Billing Software Business Assets and Assumed Liabilities.

  • In the event that any Seller or any of its Affiliates receives payment after the Closing Date on invoices relating to the business operated by the ADC Foreign Subsidiaries or sales of products or services rendered by Buyers on or after the Closing Date, such Seller will promptly notify Buyers of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to Buyers.

  • When drawing up their tenders, tenderers shall take into account the provisions in these tender specifications, in the letter of invitation to tender as well as in the attached (draft) Framework Contract, which specify the rights and obligations of the contractor, particularly those on payments, performance of the contract, confidentiality, checks and audits.

  • True, complete and correct copies of the formation documents, bylaws, stock ledgers and, to the Knowledge of the ADC Group, minutes of all director, stockholder, and committee meetings (to the extent minutes were taken at such meetings) of the ADC Foreign Subsidiaries have been delivered to Buyers prior to the date hereof.

Related to ADC Foreign Subsidiaries

  • Foreign Subsidiaries means each Subsidiary of the Lead Borrower that is not a Domestic Subsidiary.

  • Designated Foreign Subsidiaries means all members of the Company Group that are organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

  • Excluded Foreign Subsidiaries any Foreign Subsidiary in respect of which either (i) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • First Tier Foreign Subsidiary means each Foreign Subsidiary with respect to which any one or more of the Borrower and its Domestic Subsidiaries directly owns or Controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.

  • Direct Foreign Subsidiary means a Subsidiary other than a Domestic Subsidiary a majority of whose Voting Securities, or a majority of whose Subsidiary Securities, are owned by the Borrower or a Domestic Subsidiary.

  • Foreign Subsidiary means any Subsidiary which is not a Domestic Subsidiary.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

  • Wholly-Owned Foreign Subsidiary means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary.

  • Restricted Foreign Subsidiary means a Foreign Subsidiary that is a Restricted Subsidiary.

  • Material Foreign Subsidiary means any Foreign Subsidiary that is a Material Subsidiary.

  • Immaterial Foreign Subsidiary means any Foreign Subsidiary of the Borrower that is not a Material Foreign Subsidiary.

  • Excluded Subsidiaries means any Subsidiary of the Parent that is: (a) listed on Schedule 1.02(b) as of the Effective Date and any Restricted Subsidiary of such Subsidiary; (b) (i) a Foreign Subsidiary (other than a UK Subsidiary), (ii) a CFC or a CFC Holding Company or a Domestic Subsidiary or a UK Subsidiary of a CFC or a CFC Holding Company, (iii) a Foreign Subsidiary of a US Loan Party, or (iv) any other Subsidiary with respect to which a guarantee could result in adverse tax consequences to the Borrower, the Parent or any Subsidiary of the Parent (as reasonably determined by the Borrower), (c) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares); (d) an Immaterial Subsidiary; (e) an Unrestricted Subsidiary; (f) a Captive Insurance Subsidiary or other special purpose entity; (g) not-for-profit Subsidiary; (h) prohibited by applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Effective Date or at the time such Subsidiary became a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary); provided that each such Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained; (i) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Secured Obligations outweigh the benefits to the Lenders; (j) a Restricted Subsidiary acquired pursuant to an Acquisition financed with secured Indebtedness permitted to be incurred under Section 6.01 and each Restricted Subsidiary that is a Subsidiary thereof to the extent such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (j) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to Guarantee such secured Indebtedness or such prohibition no longer exists, as applicable; (k) a Securitization Subsidiary; or (l) a Subsidiary that does not have the legal capacity to provide a guarantee of the Secured Obligations (provided that the lack of such legal capacity does not arise from any action or omission of Borrower or any other Loan Party), in each case other than any Electing Guarantor for so long as such entity is an Electing Guarantor.

  • Canadian Subsidiaries means the Subsidiaries (other than the Canadian Parent) organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Eligible Foreign Subsidiary means (i) any Foreign Subsidiary organized or incorporated under the laws of the British Virgin Islands, Canada or any province or territory thereof, the Netherlands or Switzerland and (ii) any other Foreign Subsidiary that is approved from time to time by the Administrative Agent and each of the Lenders in their reasonable discretion.

  • Excluded Foreign Subsidiary any Foreign Subsidiary in respect of which either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined on a consolidated basis in accordance with GAAP in good faith by a Responsible Officer.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Affected Foreign Subsidiary means any Foreign Subsidiary to the extent such Foreign Subsidiary acting as a Subsidiary Guarantor would cause a Deemed Dividend Problem.

  • Domestic Foreign Holding Company means any Domestic Subsidiary of the Borrower that owns no material assets (held directly or indirectly through one or more disregarded entities) other than capital stock (or capital stock and/or debt) of one or more Foreign Subsidiaries that are CFCs and/or Domestic Foreign Holding Companies.

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

  • Immaterial Domestic Subsidiary means any Domestic Subsidiary that is not a Material Domestic Subsidiary.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Domestic Subsidiary means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.