Newco and Newco definition

Newco and Newco. Sub: 0000 Xxx Xxxx Xxxxx Xxxxxxxx, Xxxxxxxxxx 00000 Attn: President and CEO Telecopy No.: 626/296-4161 with a copy to: Hunton & Xxxxxxxx NationsBank Plaza, Suite 4100 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000-0000 Attn: Xxxxx X. Hobby, Esq. Telecopy No.: (000) 000-0000 Sprint: Sprint Corporation 0000 Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxxxx 00000 Attn: Chief Financial Officer Telecopy No.: (000) 000-0000 with a copy to: Sprint Corporation 0000 Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxxxx 00000 Attn: Corporate Secretary Telecopy No.: (000) 000-0000 with an additional copy to: Xxxxxxx, Mag & Fizzell, P.C. 1201 Walnut, Suite 2800 P.O. Box 419251 Xxxxxx Xxxx, Xxxxxxxx 00000-0000 Attn: Xxxx X. Xxxxxx, Esq. Telecopy No.: (000) 000-0000 Quantum Industrial Partners LDC: Quantum Industrial Partners LDC c/x Xxxxx Fund Management, LLC 000 0xx Xxxxxx, Xxxxx 00 Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx, Esq. Telecopy No.: (000) 000-0000 with a copy to: Akin, Gump, Strauss, Hauer, Feld, L.L.P. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxxx, Esq. Telecopy No.: (000) 000-0000 The parties hereto (the "Parties") shall promptly notify each other of any change in their respective addresses or facsimile numbers or of the Person or office to receive notices, requests or other communications under this Section 8(a). Notice shall be deemed to have been given as of the date when so personally delivered, when actually delivered by the U.S. Postal Service at the proper address, the next day when delivered during business hours to an overnight delivery service properly addressed or when receipt of a telex or telecopy is confirmed, as the case may be, unless the sending party has actual Knowledge that such notice was not received by the intended recipient.
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Newco and Newco. Sub: 0000 Xxx Xxxx Xxxxx Xxxxxxxx, Xxxxxxxxxx 00000 Attn: President and CEO Telecopy No.: (000) 000-0000 with a copy to: Hunton & Xxxxxxxx NationsBank Plaza, Suite 4100 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000-0000 Attn: Xxxxx X. Hobby, Esq. Telecopy No.: (000) 000-0000 Sprint: Sprint Corporation 0000 Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxxxx 00000 Attn: Chief Financial Officer Telecopy No.: (000) 000-0000 with a copy to: Sprint Corporation 0000 Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxxxx 00000 Attn: Corporate Secretary Telecopy No.: (000) 000-0000 with an additional copy to: Xxxxxxx, Mag & Fizzell, P.C. 1201 Walnut, Suite 2800 P.O. Box 419251 Kansas City, Missouri 64141-6251 Attn: Xxxx X. Xxxxxx, Esq. Telecopy No.: (000) 000-0000 The Parties shall promptly notify each other of any change in their respective addresses or facsimile numbers or of the Person or office to receive notices, requests or other communications under this Section 7.02. Notice shall be deemed to have been given as of the date when so personally delivered, when actually delivered by the U.S. Postal Service at the proper address, the next day when delivered during business hours to an overnight delivery service properly addressed or when receipt of a telex or telecopy is confirmed, as the case may be, unless the sending party has actual Knowledge that such notice was not received by the intended recipient.
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Examples of Newco and Newco in a sentence

  • Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of the Company shall be merged with and into Newco, and Newco, as the Surviving Corporation, shall be fully vested therewith.

  • Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of the Company shall be merged with and into the Newco, and Newco, as the Surviving Corporation, shall be fully vested therewith.

  • Subject to the satisfaction or waiver of the closing conditions set forth in Section 9, at the Closing each Contributing Stockholder shall contribute, assign and transfer to Newco, and Newco shall accept, all Contributed Shares held by such Contributing Stockholders, free and clear of all liens, claims, encumbrances and restrictions of any kind whatsoever.

  • Upon the terms and subject to the conditions herein set forth, on the business day immediately following the date of the Effective Time, the WP Partners shall cause WP LLC to contribute, transfer, convey, assign and deliver to Newco, and Newco shall accept and acquire from WP LLC, free and clear of all Encumbrances, all of the rights, title and interest of WP LLC in and to the WP Interests (the "Contribution").

  • In addition, Xxxxxxx will appoint an executive sponsor (the “Xxxxxxx Executive Sponsor”) by written notice to Newco, and Newco will appoint an executive sponsor (the “Newco Executive Sponsor”) by written notice to Xxxxxxx.

  • Representations and Warranties of Newco and Newco Sub..........................

  • Each of Newco and Newco Sub has the requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and, subject, with respect to consummation of the Merger, to approval of the Merger by the stockholders of the Company, Newco and Newco Sub in accordance with the DGCL, to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

  • Sprint L.P. has previously furnished to each of the Company, Newco and Newco Sub the form of agreement between Sprint L.P. and the SIP Subscribers governing the receipt of internet access services from Sprint L.P. ("SIP Agreements").

  • Finally in section 7, we summarize our ideas and provide an outlook on further im- provements of our approach.

  • Upon the terms and subject to the conditions contained herein, at the Closing, Seller will contribute, convey, transfer, assign and deliver as a capital contribution to Newco, and Newco will acquire from Seller, the Contributed Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

Related to Newco and Newco

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

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

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

  • New Company has the meaning given to it in Clause 21.3 of the Trust Deed;

  • Newco Scheme means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of a limited liability company (“Newco”) between the Shareholders immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Company; provided that (i) only ordinary shares or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of the Scheme of Arrangement (disregarding de minimis holdings by initial subscribers, if applicable); (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of the Company; (iv) all Subsidiaries of the Company immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Company) are Subsidiaries of the Company (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Company (or Newco) holds, directly or indirectly, the same percentage of the Ordinary Share Capital and Equity Share Capital of those Subsidiaries as was held by the Company immediately prior to the Scheme of Arrangement.

  • Exempt Newco Scheme means a Newco Scheme where, immediately after completion of the relevant Scheme of Arrangement, the ordinary shares or units or equivalent of Newco (or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco) are (i) admitted to trading on the Relevant Stock Exchange or (ii) admitted to listing on such other Regulated Market as the Issuer or Newco may determine;

  • CBC means the Collective Bargaining Committee

  • MergerSub has the meaning set forth in the preamble hereto.

  • Holdco has the meaning set forth in the Preamble.

  • SCA means Security Capital Assurance Ltd, a Bermuda limited liability company.

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

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

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

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

  • Bidco means a business and industrial development company licensed under this act. The term includes a business development enterprise.

  • CBI means Central Bureau of Investigation

  • Topco has the meaning set forth in the Preamble.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • Acquireco has the meaning ascribed thereto in the recitals.

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

  • OpCo has the meaning set forth in the Preamble.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).