Subject Subsidiaries definition

Subject Subsidiaries means all Subsidiaries of the Borrower other than ATK Insurance Company and COI Ceramics, Inc. and, in each case, their respective Subsidiaries and, to the extent permitted under Section 7.11, any Excluded Joint Ventures.
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Subject Subsidiaries means all Subsidiaries of the Borrowers other than NewGP and its Subsidiaries.
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Subject Subsidiaries means the following entities: NAME OF SUBJECT SUBSIDIARY STATE OF INCORPORATION TYPE OF ENTITY GB Tools and Supplies, Inc. Wisconsin Corporation Engineered Solutions L.P. Indiana Limited Partnership SCHEDULE D List of Persons Subject to Lock-up Officers and Directors Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxx H. Xxxxxxx Xxxxxxxx Xxxxxxx X. Xxxx Xxxxxx H.P. Xxxx Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Staple Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxx Xxxxx Xxxx EXHIBIT A Form of Opinion of XxXxxxxxx Will & Xxxxx December 28, 2004 Wachovia Capital Markets, LLC As Representatives of the Several Underwriters 0 Xx. Xxxx Xxxxxx Baltimore, MD 21202 Re: Actuant Corporation 2,500,000 Shares of Class A Common Stock, par value $0.20 per share Ladies and Gentlemen: We have acted as counsel to Actuant Corporation, a Wisconsin corporation (the “Company”), in connection with the purchase by the Underwriters of an aggregate of 2,500,000 shares (the “Securities”) of Class A common stock, par value $0.20 per share, of the Company from the Company pursuant to the Underwriting Agreement dated December 21, 2004 among the several Underwriters named in Schedule A thereto (the “Underwriters”) and the Company (the “Underwriting Agreement”). This opinion is being delivered to you in accordance with Section 5(b) of the Underwriting Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Underwriting Agreement. We are not counsel to, nor do we express any opinion with respect to, Key Components, Inc., a New York corporation (“KCI”), or any of its subsidiaries, except with respect to the matters covered by the third to last paragraph hereof. We have examined the Registration Statement on Form S-3 (File No. 333-47493), as amended, filed by the Company under the 1933 Act as it became effective under the 1933 Act, including the exhibits thereto (collectively, together with the documents incorporated and deemed to be incorporated by reference therein, the “Registration Statement”) and the Company’s prospectus supplement dated December 21, 2004 and the related prospectus dated January 27, 1999, each in the form provided to the Underwriters for use in confirming sales of the Securities (collectively, together with the documents incorporated and deemed to be incorporated by reference therein, th...
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Examples of Subject Subsidiaries in a sentence

  • The execution, delivery and performance of the Indenture have been duly authorized by all necessary organizational action on the part of the Subject Subsidiaries.

  • Each of the Subject Subsidiaries has the organizational power to enter into and perform its obligations under the Indenture.

  • The Guarantees by the Subject Subsidiaries with respect to the Exchange Notes have been duly authorized by the Subject Subsidiaries.

  • To the knowledge of each Loan Party and its Subject Subsidiaries, the use of the IP Rights in connection with such businesses does not materially infringe or misappropriate the rights of any other Person.

  • It also carries out follow-up audits of whether or not the points noted or proposed that were found in the internal audit have been improved or implemented.- The Company defines the overall business activities of its Subject Subsidiaries as being subject to internal audits conducted by the Audit Department.

  • Each of the Subject Subsidiaries has been duly organized under the laws of its jurisdiction of organization as set forth on Schedule A hereto and is validly existing and in good standing under the laws of such jurisdiction.

  • The Guarantee by the Subject Subsidiaries with respect to the Exchange Notes has been duly authorized by the Subject Subsidiaries.

  • To the knowledge of the Borrower and its Subject Subsidiaries, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any of its Subject Subsidiaries materially infringes upon any rights held by any other Person.

  • The Guarantees by the Subject Subsidiaries with respect to the Securities have been duly authorized by the Subject Subsidiaries.

  • The newspaper requested a redacted copy of the report-- one that did not name the two juveniles.


More Definitions of Subject Subsidiaries

Subject Subsidiaries means, collectively, the Subsidiaries listed on Annex A hereto.
Sample 1
Subject Subsidiaries means all Subsidiaries of the Company other than NewGP and its Subsidiaries.
Sample 1

Related to Subject Subsidiaries

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • Excluded Subsidiaries means any Subsidiary of the Parent that is: (a) listed on Schedule 1.02(b) as of the Effective Date and any Restricted Subsidiary of such Subsidiary; (b) (i) a Foreign Subsidiary (other than a UK Subsidiary), (ii) a CFC or a CFC Holding Company or a Domestic Subsidiary or a UK Subsidiary of a CFC or a CFC Holding Company, (iii) a Foreign Subsidiary of a US Loan Party, or (iv) any other Subsidiary with respect to which a guarantee could result in adverse tax consequences to the Borrower, the Parent or any Subsidiary of the Parent (as reasonably determined by the Borrower), (c) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares); (d) an Immaterial Subsidiary; (e) an Unrestricted Subsidiary; (f) a Captive Insurance Subsidiary or other special purpose entity; (g) not-for-profit Subsidiary; (h) prohibited by applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Effective Date or at the time such Subsidiary became a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary); provided that each such Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained; (i) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Secured Obligations outweigh the benefits to the Lenders; (j) a Restricted Subsidiary acquired pursuant to an Acquisition financed with secured Indebtedness permitted to be incurred under Section 6.01 and each Restricted Subsidiary that is a Subsidiary thereof to the extent such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (j) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to Guarantee such secured Indebtedness or such prohibition no longer exists, as applicable; (k) a Securitization Subsidiary; or (l) a Subsidiary that does not have the legal capacity to provide a guarantee of the Secured Obligations (provided that the lack of such legal capacity does not arise from any action or omission of Borrower or any other Loan Party), in each case other than any Electing Guarantor for so long as such entity is an Electing Guarantor.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Principal Subsidiaries means any subsidiary of the Guarantor whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a subsidiary which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, is at least 20 per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary of the Guarantor or to the Guarantor itself (the “transferee”) then:

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

  • Consolidated Restricted Subsidiaries means any Restricted Subsidiaries that are Consolidated Subsidiaries.

  • Restricted Subsidiaries means the Subsidiaries of the Borrower other than the Unrestricted Subsidiaries.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Material Subsidiaries Subsidiaries of the Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

  • Immaterial Subsidiaries means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such period.

  • PRC Subsidiaries means all Company Subsidiaries organized under the Laws of the PRC.

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Insurance Subsidiaries means, collectively, MGMM Insurance Company, a Nevada corporation and any Subsidiaries formed for the purpose of facilitating and providing insurance coverage and claims services for the Company and its Subsidiaries.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Restricted Parties has the meaning set forth in Section 6.15(a).

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

  • Significant Subsidiaries means, as of any date of determination, collectively, all Subsidiaries that would constitute a “significant subsidiary” under Rule 1-02 of Regulation S-X promulgated by the SEC, and each of the foregoing, individually, a “Significant Subsidiary.”

  • Subject Company shall have the meaning set forth in Section 6.10(a).