Italian Newco definition

Italian Newco means the entity that will be formed in Italy prior to the Closing Date in connection with the demerger of assets and liabilities of the ST Business from STMicroelectronics S.r.l. and which will operate certain Italian assets of the ST Business following the Closing.
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Italian Newco has the meaning set forth in Section 6.1 hereof.
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Italian Newco. Ferrania S.p.A. a joint stock company incorporated by the Italian Vendors under the laws of Italy the entire share capital of which (except for the initial capitalization of Lira 200 million) will be subscribed to and paid in by the Italian Vendors by means of the Contribution in Kind. 1.01.36 "Italian Vendors" : collectively Imation S.p.A. and Imation Ricerche S.p.A., as more fully identified in the introductory part of this Agreement. 1.01.37 "Notice of Disagreement": shall have the meaning provided in Section 6.02. 1.01.38 "Material Contracts": those Contracts listed in Schedule 1.01.38.
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Examples of Italian Newco in a sentence

  • Buyer, Italian Newco and Singapore Newco, as appropriate, shall credit each Transferred Business Employee with all service with Seller and its Affiliates prior to the Closing Date and with all amounts paid to each such Transferred Business Employee prior to the Closing Date to the extent that service or pay is relevant under any Employee Benefit Plan of Buyer, Italian Newco or Singapore Newco for purposes of determining eligibility to participate, vesting and benefit accrual.

  • This study may not concentrate on each and every aspects of the CIT and NIDC capital market and will only consist on financial segments of them.

  • No Tax deficiencies, assessments or audit adjustments have been proposed, assessed or asserted against Italian Newco, Singapore Newco, or any member of the Seller Group (other than Seller with respect to Taxes not related to the Business or the Acquired Assets).

  • Upon the Closing, Italian Newco and Singapore Newco will not have any Subsidiaries.

  • Without in any way limiting the foregoing, Buyer hereby agrees to make and Seller shall cooperate in the making of an election under Code Section 338(a) and (g) for Italian Newco and Singapore Newco.

  • A) Plot of spectral intensities for the 1264 cm-1 epoxide band (I1264, integrated area) normalized to the intensity of the 1600 cm-1 phenyl band (height) as a function of cure time (•).

  • For purposes of this Agreement, "Required Employment Levels" means, on any particular date, the number of Italian employees that Italian Newco is required to employ at such date in accordance with the Ministerial Decrees issued by the Italian Ministry of Treasury, Budget and Economic Programming in connection with subsidies granted under the 1989 Program Contract.

  • In fact, if anything, the Sixth Circuit’s decision in Coffman supports the reasonableness of the district court’s sentence here.

  • Specifically, clarification had been requested with regard to the notion of ultimate beneficial owner of the interest accruing on a “shareholding loan” granted by the non-resident parent to the Italian Newco to fund the leveraged buy-out of the Italian Target company.

  • Notwithstanding any other provision of this Agreement, Buyer will not be required to make an offer of employment, and Buyer shall not cause Italian Newco or Singapore Newco to make offers of employment, to any employee employed in the Business whom Buyer and Seller mutually agree in writing prior to the Closing Date will be retained or relocated by Seller.

Related to Italian Newco

  • Australian Subsidiary means any Subsidiary that is organized under the laws of Australia or any province or territory thereof.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Holdco has the meaning set forth in the Preamble.

  • New Company has the meaning given to it in Clause 21.3 of the Trust Deed;

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Portugal means the territory of the Portuguese Republic situated in the European Continent, the Archipelagoes of Azores and Madeira, the respective territorial sea and any other zone in which, according to Portuguese and International Law, the Portuguese Republic has:

  • Subco means 1102209 B.C. LTD., a corporation incorporated under the laws of the Province of British Columbia;

  • OpCo has the meaning set forth in the Preamble.

  • Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • HKFE means the Hong Kong Futures Exchange Limited.

  • SCA means Security Capital Assurance Ltd, a Bermuda limited liability company.

  • Domestic brewery means a place where beer and malt liquor

  • Bidco means a business and industrial development company licensed under this act. The term includes a business development enterprise.

  • Australian Corporations Act means the Corporations Xxx 0000 (Cth) of Australia.

  • Exempt Newco Scheme means a Newco Scheme where, immediately after completion of the relevant Scheme of Arrangement, the ordinary shares or units or equivalent of Newco (or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco) are (i) admitted to trading on the Relevant Stock Exchange or (ii) admitted to listing on such other Regulated Market as the Issuer or Newco may determine;

  • New Holdings shall have the meaning provided in the definition of the term “Holdings”.

  • UK means the United Kingdom of Great Britain and Northern Ireland.

  • Italy means the Italian Republic and includes any area beyond the territorial waters which is designated as an area within which Italy, in compliance with its legislation and in conformity with the International Law, exercises sovereign rights in respect of the exploration and exploitation of the natural resources of the seabed, the subsoil and the superjacent waters;

  • Domestic Corporation means an entity that is treated as a corporation for United States federal income tax purposes and is a U.S. Tax Person.

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

  • Newco Scheme means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of a limited liability company (“Newco”) between the Shareholders immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Company; provided that (i) only ordinary shares or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of the Scheme of Arrangement (disregarding de minimis holdings by initial subscribers, if applicable); (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of the Company; (iv) all Subsidiaries of the Company immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Company) are Subsidiaries of the Company (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Company (or Newco) holds, directly or indirectly, the same percentage of the Ordinary Share Capital and Equity Share Capital of those Subsidiaries as was held by the Company immediately prior to the Scheme of Arrangement.

  • SpinCo shall have the meaning set forth in the Preamble.

  • SoftBank means Softbank Group Corp.