Newco 3 definition

Newco 3 means Steenbok NewCo 3 Limited, a private limited company incorporated under the laws of England and Wales, having its registered office at 5th Floor, Festival House, Jessop Avenue, Cheltenham, GL50 3SH and company number 11728460, acting as the Parent under and as defined in the SEAG Intercreditor Agreement;
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Newco 3 means Steenbok Newco 3 Limited, a UK incorporated, UK tax resident company, wholly owned on its date of incorporation by Newco 2B.
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Newco 3 means the Subsidiary to be created by the Company if the Company chooses to exercise its option to purchase New-Build 3 and which shall enter into Shipbuilding Contract 3.
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Examples of Newco 3 in a sentence

  • Each of Newco, Newco LLC, Newco 2 and Newco 3 hereby represents and warrants to the Company that each of Newco, Newco LLC, Newco 2, Newco 3 and the Other Subsidiaries has full corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party and to consummate the transactions contemplated hereby and thereby.

  • If the Company objects to the Proposed Allocation, the Company may, within 10 days after delivery of the Proposed Allocation, deliver a notice to Newco 3 setting forth its disagreement with the Proposed Allocation.

  • The Company and Newco 3 shall work together in good faith to resolve all differences with respect to the Proposed Allocation.

  • In the event the Company and Newco 3 are unable to resolve their differences, such differences shall be resolved in a manner similar to that provided in Section 2.03(e).

  • The Company and Newco 3 shall file all Tax Returns (including IRS Form 8883) consistent with the Final Allocation.


More Definitions of Newco 3

Newco 3 has the meaning set forth in the preamble. 1.103 “Newco Board” means the Board of Directors of Newco. 1.104 “Newco Bonus Liabilities” means all liabilities (including fringe benefits and Taxes) at the Closing with respect to the payment of bonuses to the Commercial Partners and individuals that following Closing will be Newco Employees, in each case, solely in respect of the period from April 1, 2008 through the Closing Date. 1.105 “Newco Common Stock” means the Class A Common Stock, par value $.01 per share, of Newco, which shall have the powers, designations and preferences, the relative and other special rights and the qualifications, limitations and restrictions thereof that are set forth in the Newco Organizational Documents in effect from time to time. 1.106 “Newco Competitor” means (i) Accenture Ltd., AlixPartners, Aon Corporation, Xxxxxx X. Xxxxxx, Inc., A.T. Xxxxxxx, Inc., Xxxx & Company, BDO International, Bearing Point, Inc., The Boston Consulting Group, Inc., The Capgemini Group, Celerant Consulting Holdings Limited, Computer Sciences Corporation, CRA International, Inc., Deloitte Consulting LLP, Diamond Management & Technology Consultants, Inc., Ernst & Young LLP, Fujitsu Limited, Xxxxx Xxxxxxxx LLP, Xxxxxx Associates, Inc., Huron Consulting Group, Integrated Finance Limited, International Business Machines Corporation, KPMG LLP, L.E.K. Consulting LLP, Management Consulting Group PLC, Marakon Associates, McKinsey & Company, Xxxxxx Delta Consulting, Monitor Group, Navigant Consulting, Inc., NTT Data Corporation, Xxxxxx Xxxxx Group, PA Consulting Group, PricewaterhouseCoopers LLP, PRTM, Trinsom Group, Xxxxxx Xxxxxx Strategy Consultants, Towers Xxxxxx and Xxxxxx Xxxxx Worldwide, Inc., (ii) any Subsidiary of any Person identified in clause (i) of this definition and (iii) the Prohibited Successors of any of the foregoing. 1.107 “Newco Covered Territories” means Abu Dhabi, Albania, Algeria, Andorra, Argentina, Austria, Australia, Azerbaijan, Bahamas, Bahrain, Xxxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, Xxxxxx, Xxxxxx, Xxxxxxxx, Canada, Cayman Islands, Chile, China, Colombia, Croatia, Czech Republic, Denmark, Dubai, Egypt, Finland, France, Faroe Islands, Germany, Gibraltar, Greece, Herzegovenia, Holland, Hong Kong, Hungary, Iceland, India, Indonesia, Ireland, Israel, Italy, Japan, Jordan, Xxxxxxxxxx, Xxxxxx, Xxxxxx, Lebanon, Libya, Liechtenstein, Lithuania, Luxembourg, Macedonia, Malaysia, Mexico, Moldavia, Monaco, Mongolia,
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Newco 3 means AFI Acquisition Corp., a California corporation.
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Newco 3 means a newly formed private limited company organized under the laws of England and Wales all the issued share capital of which is owned on the date hereof by Newco 2 and that owns all the issued share capital of Newco 4.
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Newco 3 means a company to be formed by the Company as a Delaware limited liability company following the date of this Agreement for the purposes set forth in this Agreement and the Reorganization Agreement and which, prior to the Closing, (i) will own the OpCo Interests and (ii) will be an indirect wholly owned Subsidiary of NewCo 1.
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Newco 3 has the meaning set forth in the preamble.
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Related to Newco 3

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

  • SpinCo shall have the meaning set forth in the Preamble.

  • DPS means the Department of Public Safety of the State of Texas, a state agency in the executive branch created under Tex. Gov’t Code Ch. 411.

  • RemainCo shall have the meaning set forth in the Preamble.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • ADT means Weighted Average Daily Traffic, or the ratio between (a) traffic to (b) the number of days in a given period of time. Traffic is the number of vehicle crossings in toll plazas or free toll roads in a given period of time.

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

  • ITC (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants with all information needed to prepare their Proposals.

  • LMC means Liberty Media Corporation, a Delaware corporation.

  • Holdco has the meaning set forth in the Preamble.

  • Merger Sub II has the meaning set forth in the Preamble.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

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

  • UGC means University Grants Commission.

  • SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that SpinCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute SpinCo Software or SpinCo Technology:

  • Merger Sub I has the meaning set forth in the Preamble.

  • TMA means the Taxes Management Xxx 0000;

  • STP means the temperature of fifteen degrees Celsius (15°C) and at a pressure of one hundred and one decimal three two five kilopascals (101.325 kPa).

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.

  • DPWH means the Department of Public Works and Highways of the Government of the Philippines.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • CMBI means Chase Manhattan Bank International, an indirect wholly-owned subsidiary of Bank, located in Moscow, Russia, and any nominee companies appointed by it.

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Topco has the meaning set out in the Preamble;