Material Foreign Subsidiaries. Except as set forth on Schedule 3.24 hereto, as of the Effective Date, the Borrower has no Material Foreign Subsidiaries.
Material Foreign Subsidiaries. If, at any time after the Closing Date, any first-tier Foreign Subsidiary (other than a Foreign Subsidiary listed on Schedule 1.3) shall constitute a Material Foreign Subsidiary, the Company shall promptly notify the Agent thereof, which notice shall specify the date as of which such Foreign Subsidiary became a Material Foreign Subsidiary. Within 30 days after the date specified in such notice (or such longer period as may be agreed by the Agent in its sole discretion), the Company shall, and/or shall cause each Domestic Subsidiary to, if and to the extent that each of them holds any Equity Interest in such Material Foreign Subsidiary, execute and deliver to the Agent a new Foreign Law Pledge Agreement (as determined by the Agent in its reasonable discretion), together with such supporting documentation (including, without limitation, additional Collateral Documents, authorizing resolutions and/or opinions of counsel) as the Agent may reasonably request, in order to create a perfected, first priority security interest in the Equity Interests in such Material Foreign Subsidiary, provided that such pledges, individually or collectively, with respect to any Foreign Subsidiary shall not exceed the Applicable Pledge Percentage of the Voting Equity Interests in such Foreign Subsidiary. The Company or any particular Domestic Subsidiary shall not be required to execute and deliver a Foreign Law Pledge Agreement pursuant to this Section 6.21(b) if such entity directly holds 35% or less of the Voting Equity Interests in such Foreign Subsidiary and, as a result of the limitation set forth in the preceding sentence, the Company can comply with this Section 6.21(b) without the pledge of such Voting Equity Interests.
Material Foreign Subsidiaries. Within thirty (30) days after any Person becomes a Material Foreign Subsidiary, the Borrower shall, or shall cause its applicable Subsidiary to, pledge to the Pledgee 65% (or, to the extent that such pledge can be accomplished without an adverse tax or other financial consequence to the Borrower or any of its Subsidiaries in any material respect, 100%) of the Equity Interests of such Person to secure the Obligations and shall deliver such documents as the Pledgee may reasonably require in connection therewith; provided, that the Administrative Agent shall be authorized to release the foregoing pledge so long as (a) no Default or Event of Default shall then exist (and the Administrative Agent shall have received a certificate signed by an Authorized Officer of the Borrower certifying to such upon request) and (b) the Administrative Agent shall have received satisfactory evidence that the Liens securing the other Indebtedness secured thereby are also substantially contemporaneously released (or that arrangements for such release satisfactory to the Administrative Agent shall have been made). Following any such release of all Liens under the Pledge agreement, the Borrower shall have no further obligations under this Section 5.12.
Material Foreign Subsidiaries. Within thirty (30) days after any Person becomes a Material Foreign Subsidiary, the Borrower shall, or shall cause its applicable Subsidiary to, pledge to the Pledgee 65% (or, to the extent that such pledge can be accomplished without an adverse tax or other financial consequence to the Borrower or any of its Subsidiaries in any material respect, 100%) of the Equity Interests of such Person to secure the Obligations and shall deliver such documents as the Pledgee may reasonably require in connection therewith.
Material Foreign Subsidiaries. If at any time the aggregate amount of assets or revenues of all Foreign Subsidiaries that are not Material Foreign Subsidiaries, determined as of the end of the most recent Fiscal Year for which financial statements have been delivered, exceed 15% of the Consolidated assets or revenues of the Parent Borrower and its Subsidiaries as of such date, the Parent Borrower shall designate additional Foreign Subsidiaries as Material Foreign Subsidiaries in order to satisfy such 15% limit and thereafter comply with the requirements of Section 7.14(b) with respect thereto.
Material Foreign Subsidiaries. All Material Foreign Subsidiaries are listed on Exhibit F attached hereto. Borrower will promptly notify Bank upon the creation or acquisition of any new Material Foreign Subsidiary. All Accounts of Material Foreign Subsidiaries now are and will remain free and clear of any and all Liens, charges, security interests and encumbrances, except for Permitted Liens.
Material Foreign Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable. SECTION 3.13
Material Foreign Subsidiaries. In the event that on or after the Effective Date, any Person shall become a Material Foreign Subsidiary, the Borrower shall (i) notify the Administrative Agent in writing thereof within three Business Days thereof, (ii) cause the lesser of (x) 65% of the outstanding shares of Capital Stock of such Material Foreign Subsidiary or (y) all of such shares owned by the Loan Parties, together with all promissory notes evidencing Indebtedness of such Material Foreign Subsidiary to any Loan Party to be pledged pursuant to the Security Agreement within five Business Days thereafter, provided, that if requested by the Administrative Agent with respect to the pledge of Capital Stock of a Material Foreign Subsidiary, deliver to the Administrative Agent an additional pledge agreement, in form and substance reasonably satisfactory to the Administrative Agent (each an "ADDITIONAL PLEDGE AGREEMENT") and an opinion of counsel (including counsel practicing under the laws of the jurisdiction under which such Material Foreign Subsidiary was formed) with respect to the enforceability of such Pledge Agreement or Additional Pledge Agreement and the validity and perfection of the Lien granted therein and (iii) deliver to the Administrative Agent such certificates, instruments and opinions as the Administrative Agent may request.
Material Foreign Subsidiaries. If at any time there are first tier Foreign Subsidiaries which are not classified as “Material Foreign Subsidiaries” but which collectively (i) generate more than 10% of Consolidated EBITDA on a Pro Forma Basis for the four (4) fiscal quarter period most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b) or (ii) have total assets (including equity interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 10% of the total assets of the Company and its Subsidiaries on a Consolidated basis for the four (4) fiscal quarter period most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b), then the Company shall promptly designate one or more of such first tier Foreign Subsidiaries as Material Foreign Subsidiaries and cause the Loan Parties and any such Foreign Subsidiaries to comply with the applicable provisions of Section 6.13 such that, after such Foreign Subsidiaries become Material Foreign Subsidiaries hereunder, the first tier Foreign Subsidiaries that are not Material Foreign Subsidiaries shall (A) generate less than 10% of Consolidated EBITDA and (B) have total assets of less than 10% of the total assets of the Company and its Subsidiaries on a Consolidated basis.
Material Foreign Subsidiaries. 7. JDS Uniphase Nova Scotia Company Nova Scotia 8. JDSU World Xxxxxxxx XxxX & Xx. XX Xxxxxxx
