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

  • The Price Allocation shall also apply for purposes of the asset transfers to Singapore Newco and Italian Newco.

  • 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.

  • Buyer shall cause employment levels in Italian Newco to remain at least equal to the Required Employment Levels as in effect from time to time for a period commencing on the earlier of (i) the Publication Date and (ii) 18 months after the Closing Date and terminating 30 months from the Closing Date.

  • Except with respect to the preceding sentence, Buyer and, after the Closing Date, Italian Newco, shall not be required to undertake any liability or obligation or to pay any additional consideration in order to obtain Italian Governmental Approval of the transactions contemplated by this Agreement.

  • 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.

  • 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.

  • Seller agrees to use commercially reasonable efforts to cause Italian Operating Company and Singapore Operating Company to transfer the Employee Benefit Plans immediately prior to the Closing Date to Italian Newco and Singapore Newco, as appropriate, under which Italian and Singapore Transferred Business Employees were covered (other than Seller's Employee Benefit Plans).

  • Seller shall cooperate with Buyer in structuring and implementing the tax-efficient acquisition of any Acquired Assets located outside of the United States and/or owned by a Person other than Seller, Italian Newco, or Singapore Newco.

  • The allocation can include an allocation among the assets acquired by Singapore Newco and Italian Newco pursuant to the Reorganization.

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 when used in a geographical sense comprises the territory of the Portuguese Republic in accordance with the International Law and the Portuguese legislation;

  • Subco means 0961994 B.C. Ltd., a company existing 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.

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

  • HK Company shall have the meaning ascribed to it in the preamble of this Agreement.

  • 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.

  • Investee Company means any company or entity in which a Fund has invested or which has issued debt securities to a Fund;

  • 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., a Japanese kabushiki kaisha.