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.
View Source
Italian Newco has the meaning set forth in Section 6.1 hereof. -------------
View Source
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.
View Source

Examples of Italian Newco in a sentence

  • 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.

  • 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.

  • 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.

  • 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.

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

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

  • 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).

  • Newco Shares"means all issued and outstanding capital stock of Italian Newco and Singapore Newco.

  • Contribution of assets and liabilities that relate to the Acquired Businesses (and any Trade Debtors and Trade Creditors permitted to be included in the scope of this transaction pursuant to Schedule 14) from ▇▇▇▇ ▇▇▇ Household & Body Care Italy Spa to an Italian Newco.

  • The execution and delivery of each Reorganization Agreement, the performance of such Seller Group member's obligations thereunder, and the consummation of the transactions contemplated thereby, have been or with respect to Italian Newco and Singapore Newco, will be at the Closing Time, duly and validly authorized by all necessary corporate action of such Seller Group member.

Related to Italian Newco

  • Australian Subsidiary means any Subsidiary that is organized under the laws of Australia or any 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;