Subsidiary Equity. With respect to each Obligor (i) 100% of the issued and outstanding Capital Stock of each direct Domestic Subsidiary and (ii) 65% (or such greater percentage that, (a) due to a change in an applicable Law after the date hereof, could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign
... Subsidiary's United States parent or (b) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each direct Foreign Subsidiary, including the respective percentages of the Capital Stock of such Subsidiaries set forth on Schedule 1(b)(ii) hereto and any other shares of Capital Stock hereafter required to be pledged and delivered to the Administrative Agent pursuant to Section 7.14 of the Credit Agreement, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following: (1) all shares or securities representing a dividend thereon, or representing a distribution or return of capital upon or in respect thereof, or resulting from a stock split, revision, reclassification or other exchange therefore, and any subscriptions, warrants, rights or options issued to the holder thereof, or otherwise in respect thereof; and (2) in the event of any consolidation or merger involving the issuer thereof and in which such issuer is not the surviving Person, all shares of each class of the Capital Stock of the successor Person formed by or resulting from such consolidation or merger.
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