New Holdco Shares definition

New Holdco Shares means ordinary shares with a par value of ZAR0.01 in New HoldCo;
Sample 1Sample 2
New Holdco Shares has the meaning set forth in Section 2.3(c).
Sample 1Sample 2
New Holdco Shares has the meaning set forth in Section 2.3(c). “Parent Guarantor” has the meaning set forth in the Preamble. “Person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, organization, governmental entity or other entity. “Potential IPO” has the meaning set forth in the Recitals. “Put Option Notice” has the meaning set forth in Section 2.3(e). “Put Right” has the meaning set forth in Section 2.3(c). “Ruling” means the Company Ruling and each Founder Ruling. “Ruling Event” means, with respect to each Ruling Request, (a) the issuance of the ruling by the applicable German tax authorities to the effect that the Merger will qualify as a Tax-Free Transaction (which ruling is valid and binding on the German tax authorities at least until the corporate documents on the Merger are notarized in the Netherlands), or (b) in the event that an Adverse Ruling Determination occurs, (i) if such Adverse Ruling Determination occurs with respect to a Founder Ruling Request, Expedia determines that the Merger should be consummated and notifies the parties hereto of such determination in writing, and (ii) if such Adverse Ruling Determination occurs with respect to the Company Ruling Request, (x) Expedia determines that the Merger should be consummated and notifies the parties hereto of such determination in writing and (y) the Company, the Founders and Expedia reach an agreement under which Expedia is obligated to the Company to make the Company whole for any additional tax liability incurred by it as a result of the Merger; provided that a Ruling Event shall be deemed to occur only at such time as one of the events described in clause (a) and (b) has occurred with respect to each Ruling Request. “Ruling Request” means the Company Ruling Request and each Founder Ruling Request. “RTA” means the German Reorganization Tax Act (Umwandlungssteuergesetz, UmwStG). “Shareholders’ Agreement” means that certain amended and restated shareholders’ agreement of HoldCo entered into by the parties hereto on or around the IPO Date. “Tax-Free Transaction” means (a) with respect to the Company Ruling Request or the Company Ruling, a transaction qualifying as a merger (Verschmelzung) under section 1 (1) sentence 1 no. 1 in connection with section 1 (2) sentence 1 no. 1 RTA and cumulatively fulfilling the requirements set out in section 11 (2) sentence 1 no. 1, 2 and 3 RTA, and not triggering exit tax pursuant to section 12 (1)...
Sample 1

Examples of New Holdco Shares in a sentence

  • New Holdco acknowledges its present intention to seek the inclusion after the Effective Time of the New Holdco Shares (including those New Holdco Shares issued in connection with the CDIs) and CDIs in the S&P 500 index (in the case of the New Holdco Shares) and the ASX 200 index (in the case of the CDIs).

  • New Holdco shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration and any amounts payable in respect of dividends or other distributions on the New Holdco Shares in accordance with Section 2.8(g), out of the Exchange Fund in accordance with this Agreement.

  • No dividends or other distributions with respect to New Holdco Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the New Holdco Shares issuable hereunder.

  • The net proceeds credited for any fractional New Holdco Shares will be determined on the average net proceeds per New Holdco Share.

  • New Holdco shall promptly deposit with the Exchange Agent any additional New Holdco Shares necessary to pay in full the Merger Consideration so due and payable to such Xxxxx Shareholder who shall have withdrawn or lost such right to obtain payment of the fair value of such Appraisal Shares.

  • At or prior to the Effective Time, New Holdco shall issue and deliver to the Exchange Agent evidence of New Holdco Shares issuable pursuant to Section 2.7(a) in book-entry form equal to the aggregate Merger Consideration for the sole benefit of the holders of Bemis Eligible Shares (such New Holdco Shares, together with any dividends or other distributions paid to the Exchange Agent pursuant to Section 2.8(g), the “Exchange Fund”).

  • At or prior to the Effective Time, New Holdco shall issue and deliver to the Exchange Agent evidence of New Holdco Shares issuable pursuant to Section 2.7(a) in book-entry form equal to the aggregate Merger Consideration for the sole benefit of the holders of Xxxxx Eligible Shares (such New Holdco Shares, together with any dividends or other distributions paid to the Exchange Agent pursuant to Section 2.8(g), the “Exchange Fund”).

  • No fractional New Holdco Shares will be exchanged for any Xxxxx Shares or Xxxxx Equity Awards.

  • The net proceeds of such sale will be distributed to the holders of Xxxxx Shares or Xxxxx Equity Awards whose Xxxxx Shares or Xxxxx Equity Awards were validly converted into the right to receive New Holdco Shares with each such holder receiving an amount of such proceeds proportionate to the amount of fractional interests which such holder would otherwise have been entitled to receive.

  • The net proceeds of such sale will be distributed to the holders of Bemis Shares or Bemis Equity Awards whose Bemis Shares or Bemis Equity Awards were validly converted into the right to receive New Holdco Shares with each such holder receiving an amount of such proceeds proportionate to the amount of fractional interests which such holder would otherwise have been entitled to receive.


More Definitions of New Holdco Shares

New Holdco Shares is added to Appendix A immediately following the definition of “New Holdco Organizational Documents”:
Sample 1
New Holdco Shares shall have the meaning set forth in Section 5.09.
Sample 1
New Holdco Shares means the New Holdco Class A Shares and New Holdco Class B Shares to be issued pursuant to the provisions of the Plan.
Sample 1
New Holdco Shares means the ordinary shares of £0.01 each in the capital of NewHoldco existing from time to time (including, for the avoidance of doubt, the New Scheme Shares);
Sample 1

Related to New Holdco Shares

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

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

  • Subco Shares means the common shares in the capital of Subco;

  • Amalco Shares means common shares in the capital of Amalco;

  • Newco Shares means the common shares in the capital of Newco;

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 1 Pubco Share for 5.4935 Priveco Shares;

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Company Shares has the meaning set forth in the Recitals.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Rollover Shares has the meaning given in the recitals.

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

  • Holdco has the meaning set forth in the Preamble.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).