De Minimis US Subsidiaries definition

De Minimis US Subsidiaries means all direct or indirect Subsidiaries of the Borrower which are organized under the laws of the US or any state thereof and which as of the end of the most recent fiscal year do not have annual revenue or assets in excess of $5,000,000 individually and $50,000,000 in the aggregate (excluding those Subsidiaries that have been designated by the Borrower as a US Subsidiary pursuant to Section 5.01(i)(ii)).
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De Minimis US Subsidiaries means and include direct or indirect Subsidiaries of the Borrower which are organized under the laws of the US or any state thereof and which as of the end of the most recent fiscal year do not have annual revenue or assets in excess of $5,000,000.
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Examples of De Minimis US Subsidiaries in a sentence

  • Other than the US Subsidiaries, the Significant Subsidiaries and the De Minimis US Subsidiaries set forth on Schedule 4.01(q) (and as supplemental as noted above), the Loan Parties do not have any US Subsidiaries, Significant Subsidiaries or De Minimis US Subsidiaries.

  • Schedule 4.01(q) (as supplemented by the Borrower annually in accordance with Section 5.01(a)(vii)) sets forth each of the US Subsidiaries, the Significant Subsidiaries and the De Minimis US Subsidiaries, their jurisdictions of organization, the classes of their Equity Securities, and the percentages of outstanding Equity Securities of each such class owned directly or indirectly by CBII or one or more of the Borrower Entities.

  • Schedule 4.01(q) of the Disclosure Letter (as supplemented by the Borrower annually in accordance with Section 5.01(a)(vii)) sets forth each of the US Subsidiaries, the Significant Subsidiaries and the De Minimis US Subsidiaries, their jurisdictions of organization, the classes of their Equity Securities, and the percentages of outstanding Equity Securities of each such class owned directly or indirectly by CBII or one or more of the Borrower Entities.

  • Other than the US Subsidiaries, the Significant Subsidiaries and the De Minimis US Subsidiaries set forth on Schedule 4.01(q) of the Disclosure Letter (and as supplemental as noted above), the Loan Parties do not have any US Subsidiaries, Significant Subsidiaries or De Minimis US Subsidiaries.

Related to De Minimis US Subsidiaries

  • 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.

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

  • 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.

  • 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 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.

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

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

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Immaterial Subsidiaries means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such period.

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

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

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

  • Domestic business entity means a corporation, as defined in s. 180.0103 (5), a domestic limited liability company, a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).

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

  • 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.

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

  • Company Subsidiaries means the Subsidiaries of the Company.

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

  • 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.

  • 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.

  • Current Subsidiary means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

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

  • Excluded Businesses means Business types which are excluded from application for an Inter-Community Business Licence and includes those Business types referred to in Schedule “A”.

  • Consolidated Group means the Borrower and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.