New VWE Holdco definition

New VWE Holdco means only Vintage Wine Estates, Inc., a Nevada corporation (f/k/a Bespoke Capital Acquisition Corp. as of immediately following the effective time), exclusive of its subsidiaries, after giving effect to the transactions;
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Examples of New VWE Holdco in a sentence

  • Pursuant to the Transaction Agreement, no fractional shares of New VWE Holdco common stock will be issuable.

  • Base Merger Consideration is the number of shares of New VWE Holdco common stock determined by dividing the Base Merger Consideration Amount by $10 and rounding down to eliminate any fractional share.

  • Instead, all share amounts will be rounded down to the nearest whole share of New VWE Holdco common stock.

  • Since its organization, VWE has grown organically through brand creation and acquisitions and management expects New VWE Holdco to continue with such strategy following closing of the transactions; however, management has not specifically allocated general corporate purposes proceeds as at the date of this consent solicitation statement/prospectus.

  • Relates to (i) an estimated 35,000,0000 shares of New VWE Holdco common stock issuable as merger consideration and (ii) up to 5,726,864 shares of New VWE Holdco common stock issuable pursuant to the earnout provisions of the transaction agreement described herein, to holders of capital stock of Vintage Wine Estates, Inc., a California corporation (“VWE”), in connection with the transactions described herein.

  • Relates to (i) 36,000,000 shares of common stock, no par value per share (“New VWE Holdco common stock”), issuable upon the domestication to holders of Class A restricted voting shares of BCAC and (ii) 6,000,000 shares of New VWE Holdco common stock issuable upon the domestication to holders of Class B shares of BCAC.

  • Relates to 26,000,000 warrants to acquire shares of New VWE Holdco common stock (“New VWE Holdco warrants”), into which (i) 18,000,000 public warrants to acquire Class A restricted voting shares of BCAC and (ii) 8,000,000 founder’s warrants to acquire Class A restricted voting shares of BCAC will continue and remain outstanding on a one-for-one basis upon the domestication.

  • Relates to 26,000,000 shares of New VWE Holdco common stock issuable upon the exercise of 26,000,000 New VWE Holdco warrants.

  • The data on financial derivatives may be collected through the framework of the cen- tral bank’s MFS, and/or through surveys (see Appen- dix 7 for a model form for collecting data on financial derivatives).

  • No assurance can be given that any acquisition will be completed in the near future or at all.While it is currently anticipated that New VWE Holdco will use the funds in the BCAC escrow account as set forth above, New VWE Holdco may re- allocate these proceeds from time to time, giving consideration to its strategy relative to the market, development and changes in the industry and regulatory landscape, as well as other conditions relevant at the applicable time.

Related to New VWE Holdco

  • Holdco has the meaning set forth in the Preamble.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

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

  • US Holdco means any existing or future Domestic Subsidiary the Equity Interests of which are held solely by Foreign Subsidiaries; provided that such existing or newly formed Subsidiary shall not engage in any business or own any assets other than the ownership of Equity Interests in Foreign Subsidiaries and intercompany obligations that are otherwise permitted hereunder.

  • Intermediate Holdco as defined in the preamble to this Agreement.

  • OpCo has the meaning set forth in the Preamble.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Foreign Subsidiary Holdco means any Guarantor Subsidiary designated as a Foreign Subsidiary Holdco by the Company, so long as such Subsidiary has no material assets other than securities, indebtedness or receivables of one or more Foreign Subsidiaries (or Guarantor Subsidiaries thereof), intellectual property relating solely to such Foreign Subsidiaries (or Guarantor Subsidiaries thereof) and/or other assets (including cash and cash equivalents) relating to an ownership interest in any such securities, indebtedness, intellectual property or Guarantor Subsidiaries.

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

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

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Topco has the meaning set out in the Preamble;

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

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

  • Parent Capital Stock means the Parent Common Stock and Parent Preferred Stock.

  • CFC Holding Company means each Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States federal income tax purposes and that has no material assets other than assets that consist (directly or indirectly through disregarded entities or partnerships) of Equity Interests or indebtedness (as determined for United States tax purposes) in one or more CFCs.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

  • Holdings as defined in the preamble hereto.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • Indirect holdings means all securities of a company that are held in an account or fund, including a mutual fund, that is managed by one or more persons who are not employed by the state treasurer or a retirement system, if the state treasurer or retirement system owns shares or interests either: