U.S. Subsidiary

U.S. Subsidiary. Any corporation (other than the Company) incorporated or organized in the United States (a 'U.S. Company') in an unbroken chain of U.S. Companies beginning with the Company if, at the time of the granting of the option under the Plan, each of the U.S. Companies other than the last U.S. Company in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other U.S. Companies in such chain. The term corporation in the... preceding sentence has the meaning prescribed by Code Section 7701(a)(3) and Treasury Regulation Section 301.7701-2(b). For example, a corporation for purposes of the preceding sentence includes an S corporation (as defined in Code Section 1361) and a limited liability company that is treated as a corporation for all U.S. tax purposes. In all cases, the determination of whether an entity is a U.S. Subsidiary shall be made in accordance with Code Section 424(f) and the applicable Treasury Regulations View More

U.S. Subsidiary. The definition of " U.S. Subsidiary" is amended by deleting the "." at the end, replacing it with ";" and by adding the following proviso to the end thereof: provided, however, no Non-Guarantor Venture shall be considered a U.S. Subsidiary.