ENERGY SUBSIDIARIES definition

ENERGY SUBSIDIARIES means the direct and indirect consolidated subsidiaries of Tenneco immediately following the Spinoffs, including the Major Subsidiaries. "EQUITY CONSIDERATION" means $750,000,000. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "EXCHANGE AGENT" means First Chicago Trust Company of New York, or such other trust company or bank designated by Acquiror and acceptable to Tenneco, who shall act as agent for the holders of Tenneco Stock in connection with the Merger to receive the Exchange Fund (as defined in SECTION 2.6(A) hereof). "$4.50 PREFERRED STOCK" means the $4.50 Cumulative Preferred Stock of Tenneco. "$4.50 PREFERRED CONVERSION NUMBER" means the number of shares (rounded to the nearest one-thousandth of a share) of Acquiror Common Stock to be issued upon conversion of a single share of $4.50 Preferred Stock at the Effective Time pursuant to SECTION 2.5 and the other terms and conditions of this Agreement, determined by dividing (i) $115, by (ii) the Acquiror Price. "GAAP" means United States generally accepted accounting principles and practices, as in effect on the date of this Agreement, as promulgated by the Financial Accounting Standards Board and its predecessors. "GAINS TAX" has the meaning set forth in SECTION 10.1(C) hereof. "GOVERNMENTAL AUTHORITY" means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign. 4
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ENERGY SUBSIDIARIES means the Subsidiaries of Tenneco set forth on EXHIBIT E hereto and all other Subsidiaries of Tenneco other than Shipbuilding Company, Industrial Company, the Shipbuilding Subsidiaries and the Industrial Subsidiaries. "ENVIRONMENTAL LAWS" means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions (including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq.), whether now or hereafter in existence, relating to the environment, natural resources or human health and safety or endangered or threatened species of fish, wildlife and plants or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment, including, without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the cleanup or other remediation thereof. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. "EXCHANGE FILE MATERIAL" means the Registration Statements, as amended at the times they were declared effective under the Exchange Act, the related Information Statements or any amendment or supplement thereto, the related letter of transmittal, any related stockholder communication, any other exhibits to any of the foregoing and any amendment or supplement thereto, in each case including all information incorporated by reference therein. "GAAP" means United States generally accepted accounting principles and practices, as in effect on the date of this Agreement, as promulgated by the Financial Accounting Standards Board and its predecessors. "GOVERNMENTAL AUTHORITY" means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign. "GROUP" means (i) with respect to Tenneco, the Energy Group, (ii) with respect to Industrial Company, the Industrial Group, and (iii) with respect to Shipbuilding Company, the Shipbuilding Gr...
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ENERGY SUBSIDIARIES has the meaning set forth in the Merger Agreement. (c) "GUARANTOR'S LIABILITIES" means all of Guarantor's obligations and liabilities to Industrial Company under this Guaranty (d) "PERSON" has the meaning set forth in the Merger Agreement. (e) "TENNECO LIABILITIES" has the meaning set forth in Section 2 hereof. (f) "TRANSACTION DOCUMENTS" means the Merger Agreement and the Distribution Agreement (including, without limitation, the Tax Sharing Agreement included as an exhibit to the Distribution Agreement). 1
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Examples of ENERGY SUBSIDIARIES in a sentence

  • AFF., DUKE ENERGY SUBSIDIARIES PLEAD GUILTY AND SENTENCED TO PAY $102 MILLION FOR CLEAN WATER ACT CRIMES (May 14, 2015), http://www.justice.gov/opa/pr/duke-energy-subsidiaries-plead-guilty-and-sentenced-pay- 102-million-clean-water-act-crimes.

  • N.W. Washington, DC 20036 Attorneys for Applicants Dated: May 31, 2013 AttachmentsEXHIBIT B LIST OF ENERGY SUBSIDIARIES AND AFFILIATES, APPLICANTS’ OWNERSHIP INTEREST AND DESCRIPTION OF THEIR PRIMARY BUSINESSEXHIBIT B LIST OF ENERGY SUBSIDIARIES AND AFFILIATES, APPLICANTS’ OWNERSHIP INTEREST AND DESCRIPTION OF THEIR PRIMARY BUSINESS NV Energy, Inc.


More Definitions of ENERGY SUBSIDIARIES

ENERGY SUBSIDIARIES means the direct and indirect consolidated subsidiaries of Tenneco immediately following the Spinoffs, including the Major Subsidiaries.
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Related to ENERGY SUBSIDIARIES

  • 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.

  • 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.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • 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.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Operating Companies shall have the meaning specified in the recitals to this Agreement.

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

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

  • 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.

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Material Subsidiaries Subsidiaries of the Parent 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.

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

  • 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:

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Holdings as defined in the preamble hereto.

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

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

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

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

  • Significant Subsidiaries means, as of any date of determination, collectively, all Subsidiaries that would constitute a “significant subsidiary” under Rule 1-02 of Regulation S-X promulgated by the SEC, and each of the foregoing, individually, a “Significant Subsidiary.”

  • Group Companies means the Company and its Subsidiaries.

  • 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 Company.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Consolidated Subsidiaries means each Subsidiary of the Borrower (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP.

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