Qualified Restricted Subsidiary means any Restricted Subsidiary that satisfies each of the following requirements: (1) except for Permitted Payment Restrictions, there are no consensual restrictions, directly or indirectly, on the ability of such Restricted Subsidiary to pay dividends or make distributions to the holders of its Equity Interests; (2) the Equity Interests of such Restricted Subsidiary consist solely of (A) Equity Interests owned by the Borrower, its Qualified Restricted Subsidiaries and Subsidiary Guarantors, (B) Equity Interests owned by Strategic Investors and (C) directors’ qualifying shares; and (3) the primary business of such Restricted Subsidiary is a Permitted Business.
Qualified Restricted Subsidiary means any Restricted Subsidiary that satisfies all of the following requirements: (1) except for Permitted Payment Restrictions, there are no restrictions, directly or indirectly, on the ability of such Restricted Subsidiary to pay dividends or make distributions to the holders of its Equity Interests; (2) except to the extent restricted pursuant to a Permitted Payment Restriction, such Restricted Subsidiary customarily declares and pays regular monthly, quarterly or semi-annual dividends or distributions to the holders of its Equity Interests in an amount equal to substantially all of the available cash flow of such Restricted Subsidiary for such period, as determined in good faith by the board of directors, board of governors or such other individuals performing similar functions, subject to such ordinary and customary reserves and other amounts as, in the good faith judgment of such individuals, may be necessary so that the business of such Restricted Subsidiary may be properly and advantageously conducted at all times, and the Borrower intends to cause such Restricted Subsidiary to continue to declare and pay such regular dividends or distributions in the manner set forth above; and (3) the Equity Interests of such Restricted Subsidiary consist solely of (A) Equity Interests owned by the Borrower and its Qualified Restricted Subsidiaries, (B) Equity Interests owned by Strategic Investors and (C) directors’ qualifying shares.
Qualified Restricted Subsidiary means any Restricted Subsidiary that satisfies each of the following requirements: (1) except for Permitted Payment Restrictions, there are no consensual restrictions, directly or indirectly, on the ability of such Restricted Subsidiary to pay dividends or make distributions to the holders of its Capital Stock; (2) the Capital Stock of such Restricted Subsidiary consists solely of (A) Capital Stock owned by the Issuer, its Qualified Restricted Subsidiaries and Guarantors, (B) Capital Stock owned by Strategic Investors and (C) directors’ qualifying shares; and (3) the primary business of such Restricted Subsidiary is a Permitted Business.
Examples of Qualified Restricted Subsidiary in a sentence
No Qualified Restricted Subsidiary shall sell or dispose of any of its property, other than: (i) to another Qualified Restricted Subsidiary; and (ii) a sale or disposition of a type described in clause (a), (b), (c), (e), (f), (g), (h), (i), (j), (k), (l), (m) or (n) of this Section 4.18.
No Qualified Restricted Subsidiary shall enter into, renew, extend or be party to any transaction or series of related transactions with, or the payment of any management, advisory, or similar fees to, any Affiliate unless such transaction complies with clause (a) of this Section 4.20, other than: (i) transactions exclusively among Qualified Restricted Subsidiaries; and (ii) transactions of a type described in subclause (i), (ii), (iii), (iv) or (vii) of clause (b) of this Section 4.20.
No Qualified Restricted Subsidiary shall own or hold any Priority Credit Agreement Collateral (as defined in the Intercreditor Agreement) or Priority StarBuds Seller Collateral (as defined in the Intercreditor Agreement).
The Company will not, and will not permit any Restricted Subsidiary to, acquire any Identified Acquisition Target Assets unless such Identified Acquisition Target Assets are acquired by a Qualified Restricted Subsidiary.
No Qualified Restricted Subsidiary shall make any Restricted Payment other than: (i) dividends or distributions to other Qualified Restricted Subsidiaries; and (ii) Restricted Payments to the Company or a Restricted Subsidiary that is not a Qualified Restricted Subsidiary in an aggregate amount not to exceed $1,000,000.
More Definitions of Qualified Restricted Subsidiary
Qualified Restricted Subsidiary means any Restricted Subsidiary that is not a Loan Party and that satisfies each of the following requirements: (i) except for Permitted Payment Restrictions, there are no restrictions, directly or indirectly, on the ability of such Restricted Subsidiary to pay dividends or make distributions to the holders of its Stock and Stock Equivalents; and (ii) the Stock and Stock Equivalents of such Restricted Subsidiary consist of Stock and Stock Equivalents majority owned by the Parent and its Qualified Restricted Subsidiaries.
Qualified Restricted Subsidiary means a Restricted Subsidiary that is directly or indirectly wholly owned by the Company and formed after the Issue Date and all of the assets of which, and all of the Equity Interests in which, constitute Priority Convertible Notes Collateral (as defined in the Intercreditor Agreement).
Qualified Restricted Subsidiary means any Restricted Subsidiary of the Company (other than a Restricted Subsidiary, or any successor thereto, that is a Restricted Subsidiary of the Company on the Issue Date) that (a) becomes a Restricted Subsidiary of the Company engaged in a Permitted Business after the Issue Date as a result of a Restricted Investment by the Company in compliance with Section 4.07 hereof and (b) as to which
Qualified Restricted Subsidiary means (a) the Company and (b) any other Restricted Subsidiary of Parent, including a Wholly Owned Subsidiary, that satisfies all of the following requirements:
Qualified Restricted Subsidiary means a majority-owned Restricted Subsidiary or a Wholly Owned Restricted Subsidiary that satisfies each of the following requirements: (1) except for Permitted Payment Restrictions, there are no consensual encumbrances or restrictions, directly or indirectly, on the ability of such Restricted Subsidiary to (a) pay dividends or make any other distributions on its equity interest to the Issuer or a Restricted Subsidiary or pay any Indebtedness owed to the Issuer or a Restricted Subsidiary or (b) make any loans or advances to the Issuer or a Restricted Subsidiary; (2) the Equity Interests of such Restricted Subsidiary are owned by the Issuer and/or one or more of its Qualified Restricted Subsidiaries (without giving effect to the proviso in this definition) and, if it is not a Wholly Owned Restricted Subsidiary, one or more of (A) Strategic Investors, (B) directors of such Restricted Subsidiary (only to the extent holding directors’ qualifying shares) and (C) any other Person to the extent ownership by such other Person is required as a result of changes in law occurring after the Issue Date; and (3) the primary business of such Restricted Subsidiary is a Permitted Business; provided that, so long as the laws or regulations of the State of New York require that membership interests in limited liability companies that own dialysis clinics in the State of New York be owned by individuals, a Restricted Subsidiary that operates one or more clinics located only in the State of New York shall be deemed a Qualified Restricted Subsidiary if (i) the requirements of clause (1) and (3) of this definition are satisfied, (ii) a majority of its Equity Interests are owned by an officer of the Issuer who is party to a written contract with the Issuer or a Subsidiary Guarantor pursuant to which the Issuer or such Subsidiary Guarantor shall have the right to repurchase all of such Equity Interests owned by such officer for a nominal amount, (iii) the Issuer or a Subsidiary Guarantor receives dividends and distributions from such Restricted Subsidiary as if it owned all of the Equity Interests owned by such officer and (iv) such officer pledges such Equity Interests as part of the Collateral to the extent such Equity Interests would have been pledged if they were owned by the Issuer or a Guarantor.
Qualified Restricted Subsidiary means any other Restricted Subsidiary of the Issuer that satisfies all of the following requirements:
Qualified Restricted Subsidiary means a Restricted Subsidiary in which no Affiliate of Millenium (other than another Qualified Restricted Subsidiary) holds any Investment except through its beneficial ownership of Capital Stock of Millenium.