IR Subsidiary definition

IR Subsidiary means a Subsidiary of IR, determined as of the moment after the Distribution is effective (including any successor to such Subsidiary).
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Examples of IR Subsidiary in a sentence

  • Notwithstanding that CTC shall legally remain an IR Subsidiary following the Distribution, for purposes of Section 2.1 hereof, CTC shall be treated as a member of the Allegion Group (and not as an IR Subsidiary) for which Allegion is obligated to indemnify IR in accordance with Section 2.1(b) herein, but only with respect to Taxes that arise or are attributable to periods prior to and including the Distribution Date (“CTC Pre-Distribution Taxes”).

  • Notwithstanding anything contained in this Section 2.8 to the contrary, each share of ZT Common Stock issued and held in ZT's treasury immediately before the Effective Time, and each share of ZT Common Stock held by IR, Merger Sub, any other IR Subsidiary or any ZT Subsidiary immediately before the Effective Time, will, by virtue of the Merger, cease to be outstanding and will be cancelled and retired without payment of any consideration therefor.

Related to IR Subsidiary

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Subsidiary means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • Major Subsidiary means a subsidiary of an issuer if

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • Parent Subsidiary means any Subsidiary of Parent.

  • SBIC Subsidiary means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that is (x) either (i) a “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:

  • Material Subsidiary means any Subsidiary that is not an Immaterial Subsidiary.

  • Bank Subsidiary means the subsidiary or subsidiaries or the Bank which may from time to time be specified by the Bank to the Customer;

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

  • Guarantor Subsidiary means each Guarantor other than Holdings.

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

  • Consolidated Subsidiary means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • subsidiary entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Regulated Subsidiary means any Subsidiary that is (a) a Broker-Dealer Subsidiary, (b) otherwise subject to regulation by any Governmental Authority and for which the incurrence of Indebtedness (including Guarantees) or the granting of Liens with respect to its assets would be prohibited or restricted or would result in a negative impact on any minimum capital or similar requirement imposed by such Governmental Authority and applicable to it or (c) subject to regulation by any Regulatory Supervising Organization.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Current Subsidiary means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

  • Non-Guarantor Subsidiary means any Restricted Subsidiary that is not a Guarantor.

  • Issuer Subsidiary means any subsidiary of the Issuer.

  • Principal Subsidiary means at any relevant time a Subsidiary of the Issuer: