Newco 1 definition

Newco 1 means a Restricted Subsidiary that is a wholly-owned, direct subsidiary of the Company.

Newco 1. Has the meaning given in Recital (D).

Newco 1 has the meaning specified in the Recitals.

Examples of Newco 1 in a sentence

• This Agreement shall be effective as of the date of the consummation of the transaction(s) contemplated by the Agreement and Plan of Merger dated as of May 7, 2001 by and among the Company, BNP Paribas, a societe anonyme or limited liability banking corporation organized under the laws of the Republic of France ("BNP"), and Newco 1 (the "Effective Date") and shall remain in effect until the third anniversary thereof (the "Term").

• The parties shall mutually agree upon a process for a joint quarterly review of Digimarc’s progress in achieving the objectives set forth in the Annual Work Plan, and for considering any changes that either Newco 1 or Digimarc may propose to the Annual Work Plan.

• The facts of this case suggest that the Formation of Newco 1 and subsequent transactions (specifically, Stock Disposition One and Asset Disposition One) were undertaken for the principal purpose of avoiding Federal income tax.1 Indeed, the transactions display sophisticated tax planning.

• Within thirty (30) days of receipt of such invoice, Newco 1 shall pay for Digimarc Services actually performed by Digimarc in accordance with the then-current Annual Work Plan in that quarter to the extent that the Digimarc Services actually performed by Digimarc within that Plan Year to date, as reflected in the cumulative quarterly invoices for that Plan Year, exceed the Minimum Service Fees owed for that Plan Year cumulatively to date.

• Effective as of immediately following the contribution of the Contributed Assets to and the assumption of the Assumed Liabilities by Newco 1 as required by Sections 1.1 and 1.3 hereof, each Transferor shall contribute, transfer, assign and convey to Newco 2, as a capital contribution, all of the Newco 1 Equity Interests held beneficially and of record by such Transferor, free and clear of any Liens and Encumbrances.

More Definitions of Newco 1

Newco 1 means Alon Pipeline Assets, LLC, a Texas limited liability company.

Newco 1 means Endo Biologics Limited, a private company limited by shares incorporated and tax resident in Ireland (Registration Number: 731365) formed for the purposes of acquiring the business of Endo Global Biologics Unlimited Company.

Newco 1 means an English or Scottish public limited company to be incorporated or acquired from company formation agents which will have as part of its issued share capital, one special rights redeemable preference share of £1 having substantially similar rights as the existing special rights redeemable preference share in the capital of the Parent or (i) such lesser rights as HMG may require in order to comply with EU law as interpreted by the European Court of Justice and/or (ii) such lesser rights, without adversely affecting the rights of ordinary shareholders, as HMG may reasonably require.

Newco 1 has the meaning given to it in the Creditor Restructuring Agreement;

Newco 1 shall have the meaning set forth in the preamble.

Newco 1 means Steenbok Newco 1 Limited, a Jersey incorporated, UK tax resident company, wholly owned on its date of incorporation by SFHG.“Newco 2A New Loan Transfer Document(s)”means any transfer certificate and/or other document(s) necessary to effect the transfer by Lux Finco 1 of all its rights and obligations under the New Lux Finco 2 Second Lien Loan to Newco 2A.“Newco 1 Business Transfer Agreement”means the business transfer agreement between Newco 1 and Newco 2A pursuant to which Newco 1 will transfer substantially all of its assets to Newco 2A and Newco 2A assumes substantially all of Newco 1’s liabilities.“Newco 1 Hemisphere Deed of Transfer”means the Dutch notarial deed of transfer of shares pursuant to which the shares in Hemisphere held by Newco 1 will be transferred from Newco 1 to Newco 2A.“Newco 1 Möbel Deed of Transfer”means the transfer agreement in the form of a notarial deed compliant with Austrian law pursuant to which the shares in Möbel will be transferred from Newco 1 to Newco 2A.“Newco 2A”means Steenbok Newco 2A Limited, a Jersey incorporated, UK tax resident company, wholly owned on its date of incorporation by Newco 1.“Newco 2A Möbel Deed of Transfer”means the transfer agreement in the form of a notarial deed compliant with Austrian law pursuant to which the shares in Möbel will be contributed from Newco 2A to Newco 2B.“Newco 2B”means Steenbok Newco 2B Limited, a UK incorporated, UK tax resident company, wholly owned on its date of incorporation by Newco 2A.“Newco 2B Möbel Deed of Transfer”means the transfer agreement in the form of a notarial deed compliant with Austrian law pursuant to which the shares in Möbel will be contributed from Newco 2B to Newco 3.“Newco 3”means Steenbok Newco 3 Limited, a UK incorporated, UK tax resident company, wholly owned on its date of incorporation by Newco 2B.“Newco 3 Articles”means the new articles of association to be adopted by Newco 3, in a form to be approved by the Majority CVA Creditors and SIHNV.“Newco 3 Group”means Newco 3 and its Subsidiaries.“Newco 3 Möbel Deed of Transfer”means the transfer agreement in the form of a notarial deed compliant with Austrian law pursuant to which the shares in Möbel will be contributed from Newco 3 to Newco 4.“Newco 4”means Steenbok Newco 4 Limited, a UK incorporated, UK tax resident company, wholly owned on its date ofincorporation by Newco 3.

Newco 1 means Steenbok Newco 1 Limited, a Jersey incorporated, UK tax resident company, wholly owned on its date of incorporation by SFHG.