Specified Foreign Subsidiary definition

Specified Foreign Subsidiary means any direct or indirect Restricted Subsidiary of the Borrower that is a CFC or a Subsidiary of a CFC.

Specified Foreign Subsidiary any direct or indirect Subsidiary of Mid-Holdings that is a CFC and with respect to which the Borrower is a “United States shareholder” within the meaning of section 951 of the Code.

Specified Foreign Subsidiary means each wholly owned Foreign Subsidiary of the Company that is organized under the laws of Bermuda other than (v) any Foreign Subsidiary to the extent the provision of a Guarantee and/or the granting of security over assets by such Foreign Subsidiary could reasonably be expected to result in adverse tax consequences (as determined in good faith by the Company and notified in writing to the Administrative Agent), (w) any Foreign Subsidiary that is prohibited by Law from becoming a Foreign Guarantor and/or granting security over its assets, (x) any Foreign Subsidiary to the extent that becoming a Foreign Guarantor and/or granting security over its assets would result in a breach of the fiduciary duties of the directors of such Foreign Subsidiary or could reasonably be expected to result in personal or criminal liability of any director, in each case, as determined in good faith by the Company and notified in writing to the Administrative Agent, (y) any Foreign Subsidiary that on a consolidated basis with its Subsidiaries did not have consolidated revenues in excess of 1% of the Company’s consolidated revenues for the most recently ended four fiscal quarter period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and did not have consolidated total assets in excess of 1% of Consolidated Total Assets as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered on or prior to the Closing Date or pursuant to Section 5.01(a) or (b) and (z) any Foreign Subsidiary to the extent the cost of complying with legal requirements to obtain such Foreign Guarantee are, in the reasonable determination of the Administrative Agent (in consultation with the Company), excessive in relation to the value to be afforded to the Lenders thereby; provided that, upon any such Foreign Subsidiary ceasing to meet the requirements of one or more of subclauses (v) through (z) of this definition, the Company shall be deemed to have acquired a Specified Foreign Subsidiary at such time and shall cause such Foreign Subsidiary to comply with the applicable provisions of Section 5.09. Any Guarantee provided by a Specified Foreign Subsidiary under any Foreign Guarantee and Security Agreement shall be limited to the extent required by Law.

Examples of Specified Foreign Subsidiary in a sentence

• Schedule 3.01 hereto identifies each Subsidiary of the Parent Entity on the Effective Date, if such Subsidiary is a Specified Domestic Subsidiary or a Specified Foreign Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of its capital stock or other equity interests owned by the Parent Entity and the other Subsidiaries.

• Schedule 3.01 hereto identifies each Subsidiary of Parent on the Effective Date, if such Subsidiary is a Specified Domestic Subsidiary or a Specified Foreign Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of its capital stock or other equity interests owned by Parent and the other Subsidiaries.

• Notwithstanding anything to the contrary in Section 2.1(a), the amount of Eligible Receivables included in the Formula Amount owing to any Specified Foreign Subsidiary, shall not exceed the limits set forth in clause (p) of the definition of “Eligible Receivables”, in each case, after application of the applicable Advance Rate.

• Schedule 3.01 hereto identifies each Subsidiary of Parent on the Restatement Effective Date, if such Subsidiary is a Specified Domestic Subsidiary or a Specified Foreign Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of its capital stock or other equity interests owned by Parent and the other Subsidiaries.

• It shall be a condition subsequent to the Closing Date that, no later than March 15, 2003, the Principal will provide to EDC opinions of counsel for those Subsidiary Guarantors party to the Specified Foreign Subsidiary Guarantees and an opinion of Xxxxx & XxXxxxxx, counsel to the Principal, NNI and Nortel Networks (CALA) Inc., in each case, in form and substance satisfactory to EDC, acting reasonably.

More Definitions of Specified Foreign Subsidiary

Specified Foreign Subsidiary means any Foreign Subsidiary that guarantees the Exit Term Loans and the Exit Notes.

Specified Foreign Subsidiary means each Foreign Subsidiary of the Parent Entity that is a direct parent company of the U.S. Parent Borrower.

Specified Foreign Subsidiary means (a) a Subsidiary that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) and (b) any subsidiary of any entity described in clause (a) of this definition.

Specified Foreign Subsidiary. (a) any Subsidiary of the Borrower organized under, or substantially all of whose assets consist of Capital Stock of one or more Subsidiaries organized under, the laws of any jurisdiction within Panama or Canada and (b) any Specified Unrestricted Foreign Entity designated by the board of directors of the Borrower at any time; provided, that, in the case of this clause (b), (i) no Default or Event of Default exists immediately before and after giving effect thereto and (ii) immediately after giving effect to such designation, the Borrower shall be in pro forma compliance with Sections 7.1(a) and (b).

Specified Foreign Subsidiary has the meaning set forth in the definition of “Guarantors” in Section 1.1.

Specified Foreign Subsidiary means any direct or indirect subsidiary of the Company that is a CFC and any subsidiary thereof.

Specified Foreign Subsidiary means any Foreign Subsidiary of the Borrower, the Equity Interests of which are directly owned by, or on behalf of, (i) any Loan Party or (ii) any first tier Foreign Subsidiary, the Equity Interests of which are directly owned by or on behalf of any Loan Party; provided that (x) the Foreign Subsidiary receiving such intellectual property shall covenant and agree not to voluntarily pledge any security interest in such intellectual property to any Person (other than a Loan Party), (y) any Foreign Subsidiary receiving such intellectual property shall not incur any Indebtedness for borrowed money (other than Indebtedness owed to a Loan Party) and (z) in the case of any Foreign Subsidiary whose Equity Interests are owned by, or on behalf of, a first tier Foreign Subsidiary, such first tier Foreign Subsidiary shall not incur Indebtedness for borrowed money (other than Indebtedness owed to a Loan Party) or voluntarily pledge any security interest in such Equity Interests to any Person (other than a Loan Party).