Immaterial Foreign Subsidiary means any Foreign Subsidiary of the Borrower that is not a Material Foreign Subsidiary.
Immaterial Foreign Subsidiary means any Foreign Subsidiary of the Loan Parties that (a) does not own any Patents and has neither (i) revenues (excluding intercompany transactions and balances) for the most recently completed twelve (12) month period of more than the lesser of (x) Five Million Dollars ($5,000,000) (or its equivalent) and (y) three percent (3%) of total revenues of Holdings and its consolidated Subsidiaries for the last twelve months (as measured as of the last day of the most recently completed fiscal period for which financial statements have been delivered pursuant Section 6.02(a), Section 6.02(b), or Section 6.02(c), as applicable), nor (ii) assets or Investments having fair market value (as of the last day of the most recently completed twelve-month period) of more than Two Million Five Hundred Thousand Dollars ($2,500,000) (or its equivalent) on average as of the last day of each fiscal period ending, during such period, in each case, as determined based on the most recently completed fiscal period for which financial statements have been delivered pursuant to Section 6.02(a), Section 6.02(b), or Section 6.02(c), as applicable, for the preceding twelve (12) month period then ended (but giving pro forma effect to any material Indebtedness, Investment, Transfer or Asset Dispositions during such period).
Immaterial Foreign Subsidiary means any Foreign Subsidiary or FSHCO that did not, as of the last day of the fiscal quarter of Issuer and its Subsidiaries most recently ended for which financial statements (or pro forma financial statements, as applicable) have been (or were required to be) delivered pursuant to Section 4.04 of the Supplemental Indenture, have assets with a value equal to or in excess of 2.5% of consolidated total assets of Issuer and its Subsidiaries. Notwithstanding the foregoing, if at any time all Immaterial Foreign Subsidiaries, taken as a whole, have total assets at such time exceeding 10.0% of the consolidated total assets of Issuer and its Subsidiaries on such date then the Issuer shall designate which of such Subsidiaries shall no longer constitute Immaterial Foreign Subsidiaries for purposes of this Agreement to the extent necessary to cause such excess to be eliminated; provided that, if no such designation is made by the Issuer, then one or more of such Immaterial Foreign Subsidiaries shall be deemed not to be Immaterial Foreign Subsidiaries in descending order based on the amounts of their consolidated total assets until such excess shall have been eliminated; provided, further, that no Foreign Subsidiary or FSHCO that has an exclusive license (including, without limitation, the licenses and rights in Material Intellectual Property granted pursuant to that certain License Agreement, dated and effective as of May 22, 2015, by and between the Issuer and Intercept Pharma Europe Ltd., or similar intercompany arrangements between or among the Issuer and its Subsidiaries entered into subsequent to the date of the Indenture, but excluding licenses that are exclusive only in respect of immaterial rights, fields or territories) for any Material Intellectual Property shall constitute an Immaterial Foreign Subsidiary.
Examples of Immaterial Foreign Subsidiary in a sentence
The Issuer will not, and will not permit any Subsidiary that is not an Immaterial Foreign Subsidiary to, directly or indirectly, incur, assume or guarantee any Indebtedness (including any Additional Notes) secured by a Lien (other than any Permitted Lien) on the assets of the Issuer and its Subsidiaries.
Each Obligor and Subsidiary (other than any Immaterial Foreign Subsidiary) is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or formation.
Each Obligor and Subsidiary (other than any Immaterial Foreign Subsidiary) has filed all federal, state, provincial, territorial, and other material tax returns and other reports that it is required by law to file, and has paid, or made provision for the payment of, all material Taxes and Priority Payables upon it, its income and its Properties that are due and payable, except to the extent being Properly Contested.
Notwithstanding anything in this Section 7.13(a) to the contrary, the Credit Parties shall not be required to (i) execute and deliver a pledge or security agreement that is governed by the law of the jurisdiction of organization of any Immaterial Foreign Subsidiary or (ii) provide legal opinions of foreign counsel with respect to any Immaterial Foreign Subsidiary in connection with the pledge of the Capital Stock of such Immaterial Foreign Subsidiary pursuant to the Collateral Documents.
The US Borrower may from time to time designate any one or more of its Foreign Subsidiaries as an Immaterial Foreign Subsidiary (or withdraw any such designation) by delivering a written notice of such designation (or withdrawal of designation) to the Administrative Agent on or prior to the date of such designation.
More Definitions of Immaterial Foreign Subsidiary
Immaterial Foreign Subsidiary means, at any time, a Foreign Subsidiary 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 Foreign 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 Foreign Subsidiaries 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 Foreign 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 Foreign Subsidiary and (ii) 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarter for all Immaterial Foreign Subsidiaries in the aggregate.
Immaterial Foreign Subsidiary means any Foreign Subsidiary that (a) had assets having an aggregate book value, as of the end of the fiscal year most recently ended, not exceeding 5% of the consolidated total assets of the Borrower and its Subsidiaries and (b) had Consolidated EBITDA not exceeding 5% of the Consolidated EBITDA of the Borrower for such fiscal year. A Foreign Subsidiary shall automatically cease to be an Immaterial Foreign Subsidiary if at the end of any fiscal year such Subsidiary would not meet the requirements set forth in the foregoing clauses (a) and (b).
Immaterial Foreign Subsidiary means, on any date of determination, any Foreign Subsidiary with assets less than $5,000,000 and revenues less than $10,000,000 (each as demonstrated to the Administrative Agent’s reasonable satisfaction); provided, that if more than two Foreign Subsidiaries are concurrently subject to actions or events described in clauses (h), (i) or (j) of Article VII, then no Foreign Subsidiary shall constitute an Immaterial Foreign Subsidiary, and any event under such clauses shall constitute an Event of Default, irrespective of such Foreign Subsidiary’s assets or revenues.
Immaterial Foreign Subsidiary means, as of any date of determination, any Foreign Subsidiary that, together with its Subsidiaries on a Consolidated basis, 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 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 Foreign Subsidiary shall cease to be an Immaterial Foreign Subsidiary from and after the date such Subsidiary, together with its Subsidiaries on a Consolidated basis, 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 Foreign Subsidiary means a Foreign Subsidiary which, when considered on an individual basis, does not have (a) assets with an aggregate book value in excess of 5% of consolidated total assets of the Borrower and its 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 (b) revenues attributable to such Foreign Subsidiary in excess of 5% of the consolidated revenues of the Borrower and its 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 Foreign Subsidiary means a Foreign Subsidiary of FMCAG that is not a Credit Party and owns assets with a fair market value of less than $5 million.
Immaterial Foreign Subsidiary means each Restricted Subsidiary that is a Foreign Subsidiary (excluding Non-Guarantor Subsidiaries pursuant to clauses (i), (iii), (iv), (v), (vi) and (vii) of the definition thereof) which, 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 10.0% of consolidated revenues for such Test Period; provided that, if at any time the aggregate amount of revenues attributable to all Restricted Subsidiaries that are Immaterial Foreign 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 10.0% of consolidated revenues of Holdings and all Restricted Subsidiaries for any such Test Period, Holdings (or, in the event Holdings has failed to do so within twenty (20) Business Days, the Administrative Agent) shall designate sufficient Foreign Subsidiaries that are Restricted Subsidiaries a “Material Subsidiary” of Holdings to eliminate such excess, and such Restricted Subsidiaries so designated shall no longer constitute Immaterial Subsidiaries under this Agreement.