First Tier Foreign Subsidiaries definition
Examples of First Tier Foreign Subsidiaries in a sentence
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.
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.
Schedule 4.2 of the Disclosure Letter correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date and indicates which Subsidiaries are First Tier Foreign Subsidiaries.
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 of the Pledged Shares and Pledged Interests constitute one hundred percent (100%) of such Grantor’s interest in the applicable Pledged Interests Issuer, except in the case of outstanding Voting Securities that are issued by First Tier Foreign Subsidiaries with respect to which such Grantor has pledged up to sixty-six percent (66%) of such outstanding Voting Securities issued by such First Tier Foreign Subsidiaries as indicated on Schedule I.
Notwithstanding the foregoing and anything else in any Loan Document, in no event shall any payment (or portion thereof) by, or proceeds from the sale of the assets of, the Foreign Borrower, any Foreign Subsidiary, any Foreign Holding Company (other than 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in First Tier Foreign Subsidiaries of such Foreign Holding Company), or, in each case, any Subsidiary thereof shall be applied towards any Obligations of Domestic Loan Parties.
The first sentence of Section 6.15 of the Credit Agreement is amended and restated in its entirety to read as follows: 4 Set forth on Schedule 6.15 is a complete and accurate list of all Subsidiaries of each Credit Party and identifies which of such Subsidiaries are Material Domestic Subsidiaries and Material First Tier Foreign Subsidiaries.
Schedule 4.2 of the Disclosure Letter correctly sets forth the ownership interest of the Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date and indicates which Subsidiaries are First Tier Foreign Subsidiaries.
Guarantors have agreed to guarantee the obligations of the Borrower hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of their respective assets, including a pledge of all of the Equity Interests of each of their respective Domestic Subsidiaries other than MECW and not less than 65% of all the Equity Interests of each of their respective First Tier Foreign Subsidiaries.
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.