Non-Operating Subsidiary definition

Non-Operating Subsidiary means any non-operating, inactive Subsidiary with assets having a net book value of less than $100,000.

Non-Operating Subsidiary means a Subsidiary of a Borrower other than an Operating Company, and including, for avoidance of doubt, any alternative investment vehicle or other special purpose entity which holds, directly or indirectly, Investments of or on behalf of New Parent, or any other Subsidiary primarily in the business of investing, reinvesting, holding or trading in securities.

Non-Operating Subsidiary means, at any date of determination, each Restricted Subsidiary of Holdings that is not a Material Subsidiary.

Examples of Non-Operating Subsidiary in a sentence

• The Guarantor will not permit or cause the Capital Stock of the Issuer to be owned, in whole or in part, directly or indirectly by any Person other than the Guarantor or any Non-Operating Subsidiary of the Guarantor.

• The Company covenants that for so long as any Securities are outstanding the Existing Non-Operating Subsidiaries, individually or in the aggregate, shall not have any material operations or conduct any material business and shall not have any assets except for the assets that such Existing Non-Operating Subsidiary has on the Issue Date.

• Each of the statements contained in the definition of Non-Operating Subsidiary are true with respect to each Non- Operating Subsidiary and with respect to Non-Operating Subsidiaries taken as a whole.

• Neither the Borrower nor any of its Subsidiaries shall enter into, or be a party to, any transaction with any Affiliate of the Borrower or such Subsidiary (which Affiliate is not the Borrower or a Subsidiary, other than a Non-Operating Subsidiary), except as permitted by law and in the ordinary course of business, and pursuant to terms which are no less favorable to Borrower or such Subsidiary than would be obtained in a comparable arm's length transaction with a Person which is not an Affiliate.

• Each Non-Operating Subsidiary conducts no operations or business and has assets, the fair market value of which do not exceed $10,000 in the aggregate.

More Definitions of Non-Operating Subsidiary

Non-Operating Subsidiary means nura, inc., a wholly-owned Subsidiary of Borrower, so long as such Subsidiary (i) shall not have assets consisting of more than $25,000 in its deposit accounts and (ii) shall not maintain any on-going business operations.

Non-Operating Subsidiary means nura, inc., a wholly-owned Subsidiary of Borrower, so long as such Subsidiary (i) shall not have assets consisting of more than Twenty Five Thousand Dollars ($25,000.00) in its deposit accounts and (ii) shall not maintain any on-going business operations.

Non-Operating Subsidiary means, as of any date of determination, any Subsidiary of Borrower designated as such on Schedule 5.1 annexed hereto by the Borrower as of the Closing Date (which designation has not been subsequently revoked by Borrower by written notice to Managing Agent) and any Subsidiary of Borrower designated as such after the Closing Date in accordance with subsection 6.11, and with respect to each such Subsidiary (including each such Subsidiary designated on Schedule 5.1 annexed hereto), each of the following statements is true: (i) such Subsidiary does not own or hold any interest in any Account (other than Accounts that are more than 6 months old as of the Closing Date and rights to payment arising after the Closing Date resulting from the sale or other disposition of assets (other than Collateral) permitted hereunder) or any Inventory, (ii) such Subsidiary owns or otherwise holds an interest in less than 1% of the Collateral, (iii) the increase in the outstanding principal amount of such Subsidiary's Intercompany Note on and after the Closing Date shall not exceed $1,750,000, (iv) as of the last day of the most recent fiscal quarter of Borrower, such Subsidiary accounted for less than 1% of the consolidated revenues or cash flow (calculated for this purpose as earnings before income taxes, depreciation and amortization, minus capital expenditures) of Borrower for the twelve month period ending on such date and (v) as of the last day of the most recent fiscal quarter of Borrower, such Subsidiary (a) was the owner of less than 1% of the consolidated assets of Borrower and (b) had a net worth of less than 1% of Consolidated Net Worth; provided that no such Subsidiary shall constitute a Non-Operating Subsidiary if, when aggregated with all other Non-Operating Subsidiaries at such time, each of the foregoing statements would not be true as to Non-Operating Subsidiaries taken as a whole, substituting in each case for such aggregate test a reference to "10%" for each reference to "1%" and a reference to "$17,500,000" for the reference to "$1,750,000" in such statements.

Non-Operating Subsidiary. Operating Subsidiary," and "Subsidiary Security Agreement" appearing in Section 1.1 of the Agreement are hereby deleted.

Non-Operating Subsidiary means each direct or indirect Subsidiary of the Company identified on Schedule II attached hereto and each other direct or indirect Subsidiary of the Company other than the Operating Subsidiaries.

Non-Operating Subsidiary means any non-operating, inactive Subsidiary without assets.

Non-Operating Subsidiary means (i) any Subsidiary that has no assets other than Non-Operating Assets and (ii) any Subsidiary that was formed solely to hold non-transferable beer, wine and liquor licenses; provided, that the total assets (as determined in accordance with GAAP) of the Non-Operating Subsidiaries, measured at the end of the Borrower’s most recent fiscal quarter for which financial statements are available, shall not at any time exceed $2,500,000 in the aggregate.