Examples of Material First-Tier Foreign Subsidiary in a sentence
Each Material Domestic Subsidiary of the Borrower as of the Closing Date, and each Material First-Tier Foreign Subsidiary of the Borrower as of the Closing Date, is listed on Schedule 7.2B.
As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of Capital Stock of any Credit Party (other than Borrower) or any Material First-Tier Foreign Subsidiary, except as described on Schedule 7.2A.
Sixty-five percent (65%) (or, if less, the full amount owned by the Pledgor) of the issued and outstanding Capital Stock owned by the Pledgor of any Person that hereafter becomes a Material First-Tier Foreign Subsidiary formed or existing under the laws of Canada, or any province or territory thereof, including the certificates (or other agreements or instruments) representing such Capital Stock.
The requirement pursuant to clause (b) for the pledge of not more than sixty-five percent (65%) of the Capital Securities in each Material First-Tier Foreign Subsidiary is intended to avoid treatment of the undistributed earnings of a Foreign Subsidiary as a deemed dividend to its United States parent for United States federal income tax purposes.
Such pledged interests and deliveries in connection therewith will be provided promptly, but in the case of Equity Interests in Subsidiaries formed or acquired after the Closing Date, in any event within ninety (90) days of formation or acquisition in the case of Domestic Subsidiaries and ninety days of formation, acquisition or otherwise becoming a Material First-Tier Foreign Subsidiary in the case of Foreign Subsidiaries.