Passive Holding Company definition

Passive Holding Company means any company, other than an excluded company, where—
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Passive Holding Company means a Wholly-owned Restricted Subsidiary that does not engage in any business or operations other than (i) the ownership of Capital Stock of one or more non-Wholly-owned Restricted Subsidiaries of the Company, (ii) the guarantee by such Subsidiary of Debt of the Company or any Guarantor permitted to be incurred under this Indenture and the performance of the obligations of such Subsidiary under any such Debt or guarantee, (iii) actions required by law to maintain its existence, (iv) the payment of operating and business expenses and taxes incidental to its ownership of Capital Stock of one or more non-Wholly-owned Restricted Subsidiaries of the Company, (v) the performance of obligations under and compliance with its certificate of incorporation and by-laws or similar documents, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of the Company or its Subsidiaries, and (vi) activities incidental to the foregoing.
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Passive Holding Company means a holding company that does not (a) incur, create, assume or suffer to exist any Indebtedness or other liabilities (other than liabilities arising from (i) those incidental to its ownership in, and status as a parent company of, its Subsidiaries (and, in the case of the Public Parent, its ownership of the Parent and its Subsidiaries only), (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and status as a public company, (iii) any public offering of its common stock or any other issuance of its Equity Interests; provided that, the net cash proceeds from such offerings or issuances are contributed to the Parent, (iv) the contributions to the capital of its Subsidiaries, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Public Parent, Parent and the Borrower and (vi) providing compensation and indemnification to officers and directors); (b) create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except, in the case of the Public Parent, Liens created pursuant to the Pledge Agreement and Liens permitted thereunder; (c) have any income other than income incidental to its ownership in its Subsidiaries; (d) own, lease, manage or otherwise operate any properties or assets other than its ownership in its Subsidiaries; and (e) conduct, transact or otherwise engage in, or commit, transact or otherwise engage in, any business, operations or activities other than those permitted by clauses (a) through (d) above.
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Examples of Passive Holding Company in a sentence

  • Holdco and each Holdco Subsidiary (other than the Company and any of its Subsidiaries) shall not engage in any activity or suffer to have any condition outstanding that would violate the Passive Holding Company Condition.

  • Holdco shall not, nor shall it permit any of its Subsidiaries (other than the Borrower and any of its Subsidiaries) to, engage in any activity or suffer to have any condition outstanding that would violate the Passive Holding Company Condition.

  • The Borrower shall not permit GM Holdco or an Additional Holdco, if any, to (a) engage in any business or activity other than the ownership of Equity Interests in GMAC (or Equity Interests in another Passive Holding Company (as defined below)) and activities reasonably incidental thereto or (b) hold any assets or have any liabilities, other than those reasonably incidental to its existence and its ownership of Equity Interests in GMAC (or Equity Interests of another Passive Holding Company).

  • NEGATIVE COVENANTS 6.1 Permitted Debt 76 6.2 Permitted Liens 80 6.3 Restricted Payments 83 6.4 Investments 83 6.5 Disposition of Assets 83 6.6 Restrictions on Payment of Certain Debt 83 6.7 Fundamental Changes 83 6.8 Fiscal Year 84 6.9 Restrictive Agreements 84 6.10 Affiliate Transactions 85 Page 6.11 Amendments to Subordinated Debt 86 6.12 Passive Holding Company 86 SECTION 7.

  • Section 9.17 Gas Imbalances, Take-or-Pay or Other Prepayments 114 Section 9.18 Swap Agreements 115 Section 9.19 New Accounts 116 Section 9.20 Changes in Fiscal Period 116 Section 9.21 Passive Holding Company Status of Parent 116 Section 9.22 Amendment to Certain Documents and Agreements 116 Article X EVENTS OF DEFAULT; REMEDIES 117 Section 10.01 Events of Default 117 Section 10.02 Remedies.

  • Passive Holding Company 104108 ARTICLE VII Events of Default 105109 SECTION 7.01.

  • Holding will at all times satisfy the Passive Holding Company Condition.

  • Passive Holding Company Status...................................

  • NEGATIVE COVENANTS Section 7.01 Liens 133 Section 7.02 Investments 138 Section 7.03 Indebtedness 142 Section 7.04 Fundamental Changes 146 Section 7.05 Dispositions 149 Section 7.06 Restricted Payments 151 Section 7.07 Transactions with Affiliates 155 Section 7.08 Negative Pledge 157 Section 7.09 Junior Debt Prepayments; Amendments to Junior Financing Documents 159 Section 7.10 Passive Holding Company 161 Section 7.11 Changes in Fiscal Year 162 ARTICLE VIII.


More Definitions of Passive Holding Company

Passive Holding Company means any Person that (i) engages in no business or activity other than the ownership of Equity Interests in GMAC and activities reasonably incidental thereto, (ii) holds no assets other than those reasonably incidental to its existence and its ownership of Equity Interests in GMAC and (iii) has no liabilities other than those reasonably incidental to its existence and its ownership of Equity Interests in GMAC and liabilities that do not constitute or give rise to Guarantee Obligations of GM Holdco or any Additional Holdco.
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Passive Holding Company means a holding company that does not (a) incur, create, assume or suffer to exist any Debt or other liabilities (other than liabilities arising from (i) those incidental to its ownership in, and status as a parent company of, its Subsidiaries (and, in the case of the Public Parent, its ownership of the Parent and its Subsidiaries only), (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and status as a public company, (iii) in the case of the Public Parent, the performance of its obligations with respect to the Loan Documents, (iv) any public offering of its common stock or any other issuance of its Equity Interests; provided that, the net cash proceeds from such offerings or issuances are contributed to the Parent, (v) the contributions to the capital of its Subsidiaries, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Public Parent, Parent and the Borrower and (vii) providing compensation and indemnification to officers and directors; (b) create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except, in the case of the Public Parent, Liens created pursuant to the Pledge Agreement and Liens permitted thereunder, (c) have any income other than income incidental to its ownership in its Subsidiaries (and, in the case of the Public Parent, its ownership of the Parent and its Subsidiaries only), (d) own, lease, manage or otherwise operate any properties or assets other than its ownership in its Subsidiaries (and, in the case of the Public Parent, its ownership of the Parent and its Subsidiaries only) and (e) conduct, transact or otherwise engage in, or commit, transact or otherwise engage in, any business, operations or activities other than those permitted by clauses (a) through (d) above.
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Passive Holding Company means any direct or indirect parent of the Issuer that owns 100% of the Capital Stock of the Issuer and does not:
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Related to Passive Holding Company

  • CFC Holding Company means each Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States federal income tax purposes and that has no material assets other than assets that consist (directly or indirectly through disregarded entities or partnerships) of Equity Interests or indebtedness (as determined for United States tax purposes) in one or more CFCs.

  • Bank Holding Company means a company registered as such with the Board of Governors of the Federal Reserve System pursuant to 12 U.S.C. §1842 and the regulations of the Board of Governors of the Federal Reserve System thereunder.

  • Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.

  • Foreign Holding Company means any Domestic Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries or other Foreign Holding Companies.

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • Qualified CFC Holding Company means a Wholly Owned Subsidiary of the Issuer that is a Delaware limited liability company that is treated as a disregarded entity for U.S. federal income tax purposes, the primary asset of which consists of Equity Interests in either (i) one or more Foreign Subsidiaries or (ii) a Delaware limited liability company the primary asset of which consists of Equity Interests in one or more Foreign Subsidiaries.

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • financial holding company means a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;

  • mixed-activity holding company means a parent undertaking, other than a financial holding company or an institution or a mixed financial holding company, the subsidiaries of which include at least one institution;

  • Public utility holding company means: (1) any company that,

  • Holding Companies means, collectively, the Company and Holdings, and each is a “Holding Company”.

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • Insurance holding company system means a group of two or more affiliated persons, at least one of whom is an insurer.

  • Bank Holding Company Act means the Bank Holding Company Act of 1956, as amended.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

  • Domestic Foreign Holding Company means any Domestic Subsidiary of the Borrower that owns no material assets (held directly or indirectly through one or more disregarded entities) other than capital stock (or capital stock and/or debt) of one or more Foreign Subsidiaries that are CFCs and/or Domestic Foreign Holding Companies.

  • Generating Company means any company or body corporate or association or body of individuals, whether incorporated or not, or artificial juridical person, which owns or operates or maintains a generating station;

  • Parent Company means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

  • UCITS management company means a management company as defined in Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS)1;

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • Savings and Loan Holding Company means a company registered as such with the Office of Thrift Supervision pursuant to 12 U.S.C. §1467(a) and the regulations of the Office of Thrift Supervision promulgated thereunder.

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Holding Company Act means the Public Utility Holding Company Act of 1935, as amended.

  • Operating Company has the meaning set forth in the preamble.

  • Asset Management Company means an asset Management Company as defined in the Rules and Regulations.