Material Company Subsidiary definition

Material Company Subsidiary means a Company Subsidiary that qualifies as a “significant subsidiary” of the Company as such term is defined in Rule 1-02(w) of Regulation S-X promulgated under the Securities Act.

Material Company Subsidiary means any Subsidiary of the Company that is listed in Section 3.1(b) of the Company Disclosure Letter.

Material Company Subsidiary means each Company Subsidiary that (i) constitutes a significant subsidiary within the meaning of Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC") or (ii) is party to an agreement pursuant to which such Company Subsidiary or another Company Subsidiary distributes programming or licenses programming from any person other than a Company Subsidiary and is listed in Section 3.01(a) of the letter from the Company, dated the date of this Agreement, addressed to Parent (the "Company Disclosure Letter") (a "Company Programming Subsidiary"). The Company is not in violation of any provision of its Restated Articles of Incorporation or By-laws and no Material Company Subsidiary is in violation of any provision of its certificate of incorporation, by-laws or comparable organizational documents, except to the extent that such violations would not, individually or in the aggregate, have a Company Material Adverse Effect.

Examples of Material Company Subsidiary in a sentence

• Section 3.01(b) of the Company Disclosure Letter sets forth each Material Company Subsidiary and the ownership or interest therein of the Company.

• All the outstanding shares of capital stock of each such Material Company Subsidiary have been validly issued and are fully paid and nonassessable and, except as set forth in Section 3.01(b) of the Company Disclosure Letter, are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens").

• Except as set forth in Section 5.16 of the Company Disclosure Schedule, neither the Company nor any Material Company Subsidiary is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor union organization.

• Except as set forth in Section 2.13 of the Company Disclosure Schedule, there is no writ, order, injunction, judgment or decree in effect or, to the knowledge of the Company, threatened, that is applicable to the Company or any Material Company Subsidiary or by which any of their respective properties or assets is bound and that, individually or in the aggregate, would reasonably be expected to be material to the business of the Company and the Company Subsidiaries taken as a whole.

• Each of the Company and each Material Company Subsidiary is duly qualified or licensed to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed that would not, individually or in the aggregate, have a Company Material Adverse Effect.

More Definitions of Material Company Subsidiary

Material Company Subsidiary has the meaning set forth in Section 5.1(b)(ii);

Material Company Subsidiary means the Company Subsidiaries set forth in Schedule 1 to this Agreement.

Material Company Subsidiary means the Subsidiaries of the Company listed on Exhibit 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Material Company Subsidiary means the following Company Subsidiaries: (a) Right Management Consultants Pty. Ltd., (b)

Material Company Subsidiary means any Subsidiary of the Company that is listed in Section 3.1(b) of the Company Disclosure Letter. (c) Except as set forth on Section 3.1(c)(i) of the Company Disclosure Letter, the Company or another Acquired Company owns directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each of the Subsidiaries of the Company, free and clear of any security interests, liens, claims, pledges, agreements, limitations in voting rights, charges, mortgages or other encumbrances (collectively, “Liens”) of any nature whatsoever, except for restrictions on transfer under securities Laws, and all of such outstanding shares of capital stock or other equity interests have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except for equity interests in the Subsidiaries of the Company and equity interests in another Person held by the Company or any of the Subsidiaries of the Company that consists of less than 1% of the outstanding capital stock or equivalent equity interests of such Person, neither the Company nor any Subsidiary of the Company owns, directly or indirectly, any equity interest in any Person, or has any obligation to acquire any such equity interest other than as set forth on Section 3.1(c)(ii) of the Company Disclosure Letter. Section 3.2

Material Company Subsidiary means the Company Subsidiaries set forth on Exhibit D. The list of Company Subsidiaries set forth on Exhibit D includes, without limitation, each “significant subsidiary” of the Company which meets the conditions set forth in Rule 1-02(w)(2) of Regulation S-X under the Exchange Act tested based upon a balance sheet as of June 30, 2019.

Material Company Subsidiary means the following Company Subsidiaries: (a) Right Management Consultants Pty. Ltd., (b) Right Management Consultants International Pty. Ltd., (c) Right Management Consultants (Belgium) SA, (d) Right Management Consultants Canada, Inc., (e) Right Kjaer & Kerulf A/S, (f) Xxxxx Xxxxxxxx, SA, (g) Right ARJ Management Consultants, SA, (h) Right Management Consultants, SA, (i) Right Management Consultants Japan, Inc., (j) Assessment & Development Consult Gouda BV, (k) Assessment & Development Xxxxxxx Xxxxxx XX, (x) Xxxxx Xxxxxxxxx XX, (x) Right Management Consultants Norway A/S, (n) Right Corecare Ltd., (o) Right Coutts Ltd., (p) Right Xxxxxx Consulting Ltd. and (q) RMC of Illinois, Inc.