Helios Subsidiaries definition

Helios Subsidiaries means the Subsidiaries of Helios, which shall include any corporation, limited liability company, limited partnership, limited liability partnership or other organization acquired as a Subsidiary of Helios in the future and held as a Subsidiary by Helios at the Effective Time.
Sample 1

Examples of Helios Subsidiaries in a sentence

  • No Person has any right of first refusal or option to purchase or any other right of participation in any of the material properties or assets owned by Helios or any of the Helios Subsidiaries, or any part thereof, except as disclosed in the Helios Financial Statements.

  • No consents, approvals and notices are required from any third party under any Helios Material Contracts in order for Helios, any of the Helios Subsidiaries or Sub to proceed with the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement and the Merger.

  • All the issued and outstanding shares of capital stock of, or other equity interests in, the Helios Subsidiaries, to the extent applicable, have been validly issued and are fully paid and non-assessable and, except as provided in the preceding sentence, are owned directly or indirectly by Helios free and clear of all Liens, and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or similar interests.

  • Except as set forth in Section 3.13 of the Helios Disclosure Schedule, there are no material Legal Proceedings pending or, to the Knowledge of Helios, threatened affecting Helios or any Helios Subsidiaries or affecting any of their respective material property or assets or Intellectual Property at law or in equity before or by any Governmental Entity.

  • All of the outstanding capital stock of, or other equity interests in, the Helios Subsidiaries is, directly or indirectly, owned by Helios, except that one equity share of Helios and Xxxxxxxx Global Services Private Limited (“HMGS”) out of a total of 1,086,050 outstanding equity shares of HMGS is not owned by Helios.

  • Each of Helios, the Helios Subsidiaries and Sub is a corporation or limited liability company, as applicable duly incorporated, amalgamated, continued or created and validly existing under the applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or legal power and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted.

  • Neither Helios nor any Helios Subsidiaries nor any of their respective assets or properties is subject to any outstanding material judgment, order, writ, injunction or decree.

  • Section 3.7 of the Helios Disclosure Schedule lists, as of the date hereof, the Helios Subsidiaries (including jurisdiction of formation).

  • No part of the property or assets of Helios or any of the Helios Subsidiaries has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or Legal Proceeding in respect thereof been given or commenced nor does Helios know of any intent or proposal to give such notice or commence any such Legal Proceedings.

  • There is no arbitral award, judgment, injunction, constitutional ruling, order or decree binding upon Helios or any of the Helios Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting, or impairing any business practice of any of them, any acquisition or disposition of property by any of them, or the conduct of the business by any of them as currently conducted, which could reasonably be expected to have a Helios Material Adverse Effect.

Related to Helios 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.

  • Company Subsidiaries means the Subsidiaries of the Company.

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

  • 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.

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

  • 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.

  • 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.

  • Target Companies means the Company and its Subsidiaries.

  • Group Companies means the Company and its Subsidiaries.

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

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

  • 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.

  • 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.

  • 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.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Company Subsidiary means a Subsidiary of the Company.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • 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:

  • 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.

  • Restricted Subsidiaries means the Subsidiaries of the Borrower other than the Unrestricted Subsidiaries.

  • 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.