Designated Subsidiary Stock Disposition definition

Designated Subsidiary Stock Disposition means (i) the sale or other disposition of any Capital Stock of a Designated Subsidiary by the Company or a Subsidiary of the Company or (ii) the issuance of Capital Stock by a Designated Subsidiary if, after giving effect thereto, the Company and its Subsidiaries own less than 80% of each series or class of the Capital Stock of such Designated Subsidiary; provided that a sale or other disposition of Capital Stock of a Designated Subsidiary or the issuance of Capital Stock of a Designated Subsidiary that would otherwise be a Designated Subsidiary Stock Disposition shall not be a Designated Subsidiary Stock Disposition so long as such sales, dispositions or issuances, measured cumulatively from June 23, 2014 to the date of such sale, disposition or issuance, relate to Capital Stock of one of more Designated Subsidiaries that manage in the aggregate, at their respective times of disposition, less than the lower of (a) $40 billion and (b) 10% of all Designated Subsidiaries’ assets under management on the last day of the calendar month preceding the applicable sale, disposition or issuance of Capital Stock. The foregoing exception does not apply to a transaction, or series of transactions, that will exceed the threshold specified in the previous sentence.
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Designated Subsidiary Stock Disposition means the sale or other disposition of any Capital Stock by a Designated Subsidiary by the Company or a Subsidiary of the Company or the issuance of Capital Stock by a Designated Subsidiary if, after giving effect thereto, the Company and its Subsidiaries own less than 65% of each series or class of the Capital Stock of such Designated Subsidiary but greater than 50% of each series or class of the Capital Stock of such Designated Subsidiary.
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Examples of Designated Subsidiary Stock Disposition in a sentence

  • This Note is subject to optional redemption, and may be the subject of an offer to purchase upon the occurrence of a Change of Control Repurchase Event or a Designated Subsidiary Stock Disposition, as further described in the Indenture.

  • If the Company or a Subsidiary consummates a sale or other disposition of any Capital Stock of a Designated Subsidiary or a Designated Subsidiary issues Capital Stock, in each case to a Person other than the Company or a Subsidiary, then the Company or the Subsidiary must receive consideration at the time of a Designated Subsidiary Stock Disposition at least equal to the fair market value of such Capital Stock as determined by the Board of Directors (acting in good faith).

Related to Designated Subsidiary Stock Disposition

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined on a consolidated basis in accordance with GAAP in good faith by a Responsible Officer.

  • Subsidiary Stock means, with respect to any Person, the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of any Subsidiary of such Person.

  • Asset Sale means any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation or merger) by the Company or any of its Restricted Subsidiaries to any Person (other than to the Company or one or more of its Restricted Subsidiaries) in any single transaction or series of transactions of:

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.