CGI Subsidiaries definition

CGI Subsidiaries shall have the meaning specified in Section 5.01.
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CGI Subsidiaries shall have the meaning specified in Section 5.01. "Closing" shall have the meaning specified in Section 2.02. "Code" shall have the meaning specified in the recitals to this Agreement. "Commitment Termination Event" shall mean any of (i) termination of this Agreement or the Bridge Facility Promissory Note for any reason whatsoever; (ii) the occurrence of an Event of Default under the Bridge Facility Promissory Note; and (iii) a material breach of this Agreement or the Bridge Facility Promissory Note. "Common Exchange Ratio" shall have the meaning specified in Section 3.01(a). "Competing Transaction" shall mean any of the following involving CGI or STC, as the case may be (other than the Merger contemplated by this Agreement): (i) any merger, consolidation, share exchange, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 15 percent or more of the assets of such party and its subsidiaries, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 25 percent or more of the outstanding voting securities of such party or the filing of a registration statement under the Securities Act in connection therewith; or 3
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Examples of CGI Subsidiaries in a sentence

  • Except as disclosed to STC, CGI is not aware of any facts or circumstances which could reasonably be expected to result in the denial of insurance coverage under policies issued to CGI and the CGI Subsidiaries in respect of such suits, claims, actions, proceedings and investigations, except in any case as could not reasonably be expected to have, individually or in the aggregate, a CGI Material Adverse Effect.

  • Except as disclosed in the CGI Reports or in Section 5.11 of the CGI Disclosure Schedule, there is no contract or agreement that is material to the business, financial condition or results of operations of CGI and the CGI Subsidiaries taken as a whole (each, a "CGI Material Contract").

  • Except as set forth in Section 5.14 of the CGI Disclosure Schedule, the conduct of the respective businesses of CGI and the CGI Subsidiaries as currently conducted does not conflict in any way with any patent, patent right, license, trademark, trademark right, trade dress, trade name, trade name right, service xxxx or copyright of any third party that could reasonably be expected to have, individually or in the aggregate, a CGI Material Adverse Effect.

  • Except as set forth in Section 5.14 of the CGI Disclosure Schedule, the conduct of the respective businesses of CGI and the CGI Subsidiaries as currently conducted does not conflict in any way with any patent, patent right, license, trademark, trademark right, trade dress, trade name, trade name right, service mark xx copyright of any third party that could reasonably be expected to have, individually or in the aggregate, a CGI Material Adverse Effect.

  • Neither CGI nor the Company knows of any development of a nature that may have a materially adverse effect on the business or financial condition of CGI or of CGI, the Company, and the CGI Subsidiaries taken on a consolidated basis.

  • All material Taxes required to be paid by CGI and the CGI Subsidiaries (whether or not shown on any Tax Return) on or before the Closing Date, have been timely paid other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings, have not been finally determined and have been adequately reserved against in accordance with GAAP.

  • In addition, any supervised person, such as a consultant, contractor or temporary employee, who has access to nonpublic information regarding any clients’ purchase or sale of securities or client portfolio holdings, or is involved in making securities recommendations, is considered an Access Person subject to this Code.

  • To CGI’s Knowledge, none of the patents underlying the CGI IP Rights which are not owned by CGI or any of the CGI Subsidiaries are (i) invalid or (ii) subject to third-party invalidity claims.

  • Except as disclosed in SECTION 2.13 of the CGI Disclosure Schedule, to the best of CGI's knowledge, CGI and the CGI Subsidiaries have the unencumbered right to sell their products and services (whether now offered for sale or under development) free from any royalty or other financial obligations to third parties.

  • Such policies are sufficient, given the current state of CGI’s business, for compliance by CGI and the CGI Subsidiaries with (i) all requirements of applicable Law and (ii) all Contracts to which any of CGI or any of the CGI Subsidiaries is a party, and each of CGI and each of the CGI Subsidiaries has complied in all material respects with the provisions of such policy under which CGI or such CGI Subsidiary, as applicable is an insured party.

Related to CGI Subsidiaries

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • PRC Subsidiaries means all Company Subsidiaries organized under the Laws of the PRC.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

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

  • 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.

  • Material Subsidiaries Subsidiaries of the Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Principal Subsidiaries means any subsidiary of the Guarantor whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a subsidiary which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, is at least 20 per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary of the Guarantor or to the Guarantor itself (the “transferee”) then:

  • Group Companies means the Company and its Subsidiaries.

  • Target Companies means the Company and its Subsidiaries.

  • 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.

  • Parent Subsidiary means any Subsidiary of Parent.

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

  • Consolidated Entities means any Person (other than an Investment Entity) in which the Borrower owns any Capital Stock, the accounts of which Person are consolidated with those of the Borrower in accordance with GAAP.

  • 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.

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • Consolidated Restricted Subsidiaries means any Restricted Subsidiaries that are Consolidated Subsidiaries.

  • Company Subsidiary means a Subsidiary of the Company.