Immaterial Domestic Subsidiary means any Domestic Subsidiary that is not a Material Domestic Subsidiary.
Immaterial Domestic Subsidiary means any Domestic Subsidiary that would not be a “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission, as in effect on the Issue Date.
Immaterial Domestic Subsidiary means any Domestic Subsidiary that (a) together with its Subsidiaries, (i) has assets representing no more than 2.5% of the Consolidated total assets of Borrower and its Domestic Subsidiaries and (ii) generates no more than 2.5% of the Consolidated revenues of Borrower and its Domestic Subsidiaries, in each case, as reflected in the most recent financial statements delivered pursuant to Section 5.1 and (b) has been designated as an “Immaterial Domestic Subsidiary” by Borrower in the manner provided below; provided that, if at any time, (x) the total assets of the Immaterial Domestic Subsidiaries, taken as a whole, as of the last day of Borrower’s most recently ended Fiscal Quarter shall be greater than 5% of the Consolidated total assets of Borrower and its Domestic Subsidiaries or (y) the total revenues of the Immaterial Domestic Subsidiaries, taken as a whole, as of the last day of Borrower’s most recently ended Fiscal Quarter shall be greater than 5% of the Consolidated total revenues of Borrower and its Domestic Subsidiaries on such date, then the Loan Parties shall take such actions as may be necessary, including causing a Subsidiary to become a Guarantor and grant security interests pursuant to Section 5.11, in order to comply with the requirements set forth in the preceding clauses (x) and (y). Borrower may from time to time designate any Domestic Subsidiary (including a newly-created or newly-acquired Domestic Subsidiary) as an Immaterial Domestic Subsidiary by delivering to Agent a certificate of the chief financial officer of the Borrower making such designation and confirming that (i) such Domestic Subsidiary meets the requirements set forth in this definition and (ii) immediately after giving effect to such designation, no Event of Default shall have occurred and be continuing. As of the Closing Date, each of Quanex Services, Inc., a Delaware corporation, and Truseal Technologies, Inc., a Delaware corporation, is an Immaterial Domestic Subsidiary.
Examples of Immaterial Domestic Subsidiary in a sentence
As of the Closing Date, each of Robota and BESI is an Immaterial Domestic Subsidiary.
The Equity Interests of each Subsidiary of the Borrower (other than any Immaterial Domestic Subsidiary) and the other Credit Parties have been duly authorized and validly issued and is fully paid and non-assessable.
The Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries of the Company (other than an Immaterial Domestic Subsidiary) are "Subsidiary Guarantors" hereunder.
Each Immaterial Domestic Subsidiary approved by the Administrative Agent on the Closing Date is listed on Schedule 1.1(I).
The Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries of the Company (other than an Immaterial Domestic Subsidiary) are “Subsidiary Guarantors” hereunder.
More Definitions of Immaterial Domestic Subsidiary
Immaterial Domestic Subsidiary means, at any time, a Domestic Subsidiary of the Borrower that (a) as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available, did not have Consolidated Total Assets in excess of (i) 5% of the Consolidated Total Assets of the Borrower and its Subsidiaries at the end of such fiscal quarter for any one Immaterial Domestic Subsidiary and (ii) 10% of the Consolidated Total Assets of the Borrower and its Subsidiaries at the end of such fiscal quarter for all Immaterial Domestic Subsidiaries (that are not Guarantors) in the aggregate; and (b) for the period of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements are available, did not have consolidated revenues attributable to such Domestic Subsidiary (exclusive of intercompany revenues) in excess of (i) 5% of the consolidated revenues of the Borrower and its Subsidiaries for such period for any one Immaterial Domestic Subsidiary and (ii) 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarter for all Immaterial Domestic Subsidiaries (that are not Guarantors) in the aggregate.
Immaterial Domestic Subsidiary means a Domestic Subsidiary which, (a) when considered on an individual basis, does not have (i) assets with an aggregate book value in excess of 5% of consolidated total assets of the Borrower and its Domestic Subsidiaries as of the date of the most recent fiscal quarter ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) or (ii) revenues attributable to such Domestic Subsidiary in excess of 5% of the consolidated revenues of the Borrower and its Domestic Subsidiaries as of the most recent fiscal quarter ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) and (b) when taken together with all other Immaterial Domestic Subsidiaries which are not Guarantors, does not have (i) assets with an aggregate book value in excess of 10% of consolidated total assets of the Borrower and its Domestic Subsidiaries as of the date of the most recent fiscal quarter ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) or (ii) revenues in excess of 10% of the consolidated revenues of the Borrower and its Domestic Subsidiaries as of the most recent fiscal quarter ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b).
Immaterial Domestic Subsidiary means, as of any date of determination, any Domestic Subsidiary that has (a) less than $10,000,000 in tangible assets and owned intellectual property (valued at the greater of book value or Fair Market Value) and (b) less than $10,000,000 in revenues (excluding intercompany revenues) for the period of four consecutive Fiscal Quarters most recently ended for which financial statements have been delivered pursuant to Section 8.1(a) or 8.1(b); provided that any such Subsidiary that is initially an Immaterial Domestic Subsidiary shall cease to be an Immaterial Domestic Subsidiary from and after the date such Subsidiary has (x) tangible assets and owned intellectual property (valued at the greater of book value or Fair Market Value) equal to or greater than $10,000,000 or (y) revenues (excluding intercompany revenues) equal to or greater than $10,000,000 for the period of four consecutive Fiscal Quarters most recently ended for which financial statements have been delivered pursuant to Section 8.1(a) or 8.1(b).
Immaterial Domestic Subsidiary means (a) the Non-Guarantor Subsidiary unless and until either (i) the revenue of the Non-Guarantor Subsidiary exceeds one percent (1%) of the revenue of the Borrower and its Subsidiaries on a Consolidated basis determined in accordance with GAAP or (ii) the book value of the assets of the Non-Guarantor Subsidiary exceeds one percent (1%) of the book value of the assets of the Borrower and its Subsidiaries on a Consolidated basis determined in accordance with GAAP and (b) any other Domestic Subsidiary unless and until (i) the revenue of such Domestic Subsidiary exceeds 1% of the revenue of the Borrower and its Subsidiaries on a Consolidated basis determined in accordance with GAAP or (ii) the book value of the assets of such Domestic Subsidiary exceeds 1% of the book value of the assets of the Borrower and its Subsidiaries on a Consolidated basis determined in accordance with GAAP.
Immaterial Domestic Subsidiary means any Domestic Subsidiary that has less than $5,000,000 of assets and revenues, determined (in the case of assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter of the Company.
Immaterial Domestic Subsidiary has the meaning specified in Section 6.11(a).
Immaterial Domestic Subsidiary means each Restricted Subsidiary (excluding Non-Guarantor Subsidiaries pursuant to clauses (i), (iii), (iv), (v), (vi) and (vii) of the definition thereof) that is a Domestic Subsidiary which, (i) as of the most recent fiscal quarter of Holdings, for the Test Period then ended, for which financial statements have been delivered pursuant to Section 8.1, contributed less than 5.0% of Consolidated EBITDA for such Test Period and (ii) which had assets with a book value of less than 5.0% of Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated EBITDA or Total Assets attributable to all Restricted Subsidiaries that are designated as Immaterial Subsidiaries (excluding, for the avoidance of doubt, Non-Guarantor Subsidiaries pursuant to clauses (i), (iii), (iv), (v), (vi) and (vii) of the definition thereof) exceeds 7.5% of Consolidated EBITDA of Holdings and all Restricted Subsidiaries for any such Test Period or 7.5% of Total Assets of Holdings and all Restricted Subsidiaries as of the end of any such fiscal quarter, Holdings (or, in the event Holdings has failed to do so within twenty (20) Business Days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries that are Restricted Subsidiaries as a “Material Subsidiary” of Holdings to eliminate such excess, and such Restricted Subsidiaries so designated shall no longer constitute Immaterial Subsidiaries under this Agreement.