First Tier Foreign Subsidiaries definition

First Tier Foreign Subsidiaries has the meaning specified in Section 7.13(a)(ii).
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First Tier Foreign Subsidiaries means, at any date of determination, each Foreign Subsidiary in which any one or more of the Borrower and its Domestic Subsidiaries owns directly more than 50%, in the aggregate, of the Voting Stock of such Foreign Subsidiary.
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First Tier Foreign Subsidiaries means and include Stream Canada, Stream UK, Stream BV, Stream Service BV, Stream Germany, ECE Ireland, Stream Bermuda, Stream Italy, Stream Spain, Stream Poland, Stream Sweden, and, in the sole discretion of Agent or Term B Agent, any other corporation or limited liability entity incorporated outside of the United States of America which is directly owned by a US Borrower or SHC; provided, however, solely to the extent that Borrowers inform Agent and Term B Agent within thirty (30) days of the Closing Date (or thirty (30) days of such later date that Agent or Term B Agent requests the inclusion of any other Foreign Subsidiary as a First Tier Foreign Subsidiary) that the pledge of the equity interests in such Foreign Subsidiary to Agent which could reasonably be expected to constitute a violation of applicable law or which could reasonably be expected to result in an adverse tax effect on any Loan Party, such affected Foreign Subsidiary shall not be considered a First Tier Foreign Subsidiary for any purpose under this Agreement.
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Examples of First Tier Foreign Subsidiaries in a sentence

  • The Credit Parties will not permit the aggregate portion of Consolidated EBITDA for any period attributable to First Tier Foreign Subsidiaries which are not Material Foreign Subsidiaries to exceed 10% of Consolidated EBITDA for such period.

  • The Initial Borrower may also at any time voluntarily cause any of its Wholly Owned Subsidiaries (other than First Tier Domestic Subsidiaries or First Tier Foreign Subsidiaries) to become a Guarantor hereunder by way of execution of a Joinder Agreement.

  • All licensing boards shall promptly report to the coordinated licensure information system any adverse action, any current significant investigative information, denials of applications (with the reasons for such denials) and nurse participation in alternative programs known to the licensing board regardless of whether such participation is deemed nonpublic or confidential under state law.

  • The assets described in Exhibit A as of the time of this Pledge Agreement are all of the issued and outstanding equity interests of the entities described therein, except with respect to any First Tier Foreign Subsidiaries in which case they are only 65% of such issued and outstanding equity interests.

  • All determinations with regard to the classification of entities described herein, including Loan Parties, Guarantors, Subsidiaries, First Tier Foreign Subsidiaries and Foreign Subsidiaries, shall be made with reference to Schedule 5.1.15.

  • AND PRO RATA SHARES Lender Term Loan Commitment Pro Rata Share Opus Bank USD $ 15,000,000 100 % TOTAL USD $ 15,000,000 100 % Credit Agreement Schedule 5.01 SCHEDULE 5.01 Subsidiaries; Material Subsidiaries and First Tier Foreign Subsidiaries Subsidiaries of Adesto: - Artemis Acquisition LLC - Adesto Technologies France - Adesto Technologies UK - Adesto Technologies Corporation Limited Schedule of First Tier Foreign Subsidiaries None.

  • Concurrently herewith certain of the Guarantors and Grantors are executing and delivering to the Administrative Agent, for the benefit of the Secured Parties, a Securities Pledge Agreement (the “Securities Pledge Agreement”) pursuant to which each Guarantor and Grantor party thereto is pledging to the Administrative Agent, for the benefit of the Secured Parties, all of its Equity Interests in its Domestic Subsidiaries and 66% of its Equity Interests in its First Tier Foreign Subsidiaries.

  • Similarly connectedness with nature should build on, and build up, self-awareness and in-depth personal relationships, with faith embracing the other three relationships and being fostered by them.

  • Table 1-3 shows the estimated area of forested land (in square miles) for each of the counties in or adjacent to the Guyandotte River watershed.

  • Within 60 days after the Closing Date, the Credit Parties agree to provide to the Collateral Agent (a) 65% of the stock of all First Tier Foreign Subsidiaries and (b) an opinion, in a form and from legal counsel reasonably acceptable to the Collateral Agent, which shall cover the enforceability, the perfection and the priority of the Lenders' security interest in the shares of First Tier Foreign Subsidiaries pledged pursuant to the Collateral Documents.


More Definitions of First Tier Foreign Subsidiaries

First Tier Foreign Subsidiaries means any Restricted Subsidiary organized outside the United States that (1) is directly owned by GXS or a Guarantor and (2) generated revenue of greater than $25.0 million in the most recently completed fiscal year ending prior to the date of determination for which financial statements are available.
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First Tier Foreign Subsidiaries means (i) F.W. Gestao E Servicos S.A., (ii) Xxxxxx Xxxxxxx Canadian Resources Limited, (iii) La Societe D'Energie Xxxxxx Xxxxxxx Ltee, (iv) Calabria Ambiente S.P.A., (v) Xxxxxx Xxxxxxx Power Systems S.A., (vi) Xxxxxxxxx Process Systems GmbH, (vii) HFM Tray Canada, (viii) Xxxxxx Xxxxxxx Ingenieros y Constructores S.A. de C.V., (ix) Xxxxxx Xxxxxxx America Latina, Ltda., (x) P.E. Consultants, Inc., (xi) Oy Bioflow A.B., (xii) Xxxxxx Xxxxxxx Power Machinery Company Limited, (xiii) Xxxxxx Xxxxxxx Constructores de Mexico S. de X.X. de C.V., (xiv) Xxxxxx Xxxxxxx Caribe Corporation, C.A., (xv) Xxxxxx Xxxxxxx Adibi Engineering, (xvi) Xxxxxx Xxxxxxx Australia Proprietary Limited, (xvii) Xxxxxx Xxxxxxx Continental B.V., (xviii) Xxxxxx Xxxxxxx N.V., (xix) Xxxxxx Xxxxxxx Europe B.V., (xx) Xxxxxx Xxxxxxx Bimas Birlesik Insaat ve Muhendisik A.S., (xxi) Xxxxxx Xxxxxxx Vietnam Private LTD, (xxii) Xxxxxx Xxxxxxx Andina S.A., (xxiii) Xxxxxx Xxxxxxx (Malaysia) Sdn. Bhd. and (xxiv) Xxxxxx Xxxxxxx (Thailand) Limited. "Xxxxxx Xxxxxxx Continental U.S., Inc." shall mean Xxxxxx Xxxxxxx Continental U.S., Inc., a Delaware corporation.
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First Tier Foreign Subsidiaries as defined in Section 8.8(j)(i).
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Related to First Tier Foreign Subsidiaries

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

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

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

  • 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.

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

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

  • 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.

  • 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.

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

  • 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.

  • 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.

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

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

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

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

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

  • 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.