Newco Brazil definition

Newco Brazil means PTx Trimble Agricultura Ltda., a limited liability company to be formed prior to the Deferred Brazil Closing and effective as of the Closing by the Company as a direct wholly owned Subsidiary under the laws of Brazil.
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Newco Brazil means a company to be organized under the ------------ laws of Brazil.
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Newco Brazil means Sorin Diagnostics (Do Brasil) Ltda., a Brazilian company to which Sorin Brazil will transfer, prior to the Closing Date, its In Vitro Business, described as of November 30, 1996 by the assets and liabilities listed in Exhibit 9 and the contracts listed in Schedule A to Exhibit 9.
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Examples of Newco Brazil in a sentence

  • Brazil Transferred Employees shall commence employment as Employees of Newco Brazil immediately following the Deferred Brazil Closing (or such later date as may be required by applicable Law or otherwise agreed upon by Trimble and the Company), regardless of any eventual leave of absence at the time of the Deferred Brazil Closing.

  • The certificates representing the Newco Brazil Shares shall contain a legend to such effect.

  • The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the method of computation of separate taxable income or other relevant measure of income of Newco Brazil.

  • Consistent with the foregoing, each Asset Seller shall, and Sellers shall cause Viskase Brazil and Newco Brazil to, use its commercially reasonable efforts consistent with good business practice to preserve the goodwill of the suppliers, contractors, licensors, employees, customers and distributors of the Business.

  • If the stereotypical associations are violated in some way, however, the hearer beomes aware that a direct interpretation will not yield maximum relevance.

  • Buyer acknowledges and agrees that no person has any right to require Sellers to cause the registration of any of the Newco Brazil Shares.

  • Each of the Companies has (and, as of the Closing, Newco Brazil will have) the corporate power and corporate authority to own or lease and operate its assets and to carry on the Business in the manner that it was conducted immediately prior to the date of this Agreement.

  • Agribrands shall contribute capital to Newco Brazil in an amount sufficient to purchase, and shall cause Newco Brazil to purchase, all of the assets and certain liabilities associated with the portion of the Agribusiness owned and conducted by Ralston Purina do Brasil, LTDA, a Brazixxxx xxrporation, as set forth on Schedule 2.01(c).

  • This Chapter of the Prospectus describes the specific risk factors related to Credito Valtellinese, the Creval Group, the business sector in which the Issuer and the Group operate, as well as the pre-emptive Offer and the Shares subject matter of the Offer; these risk factors must be carefully weighed and taken into consideration by the investors in order to make a proper assessment of the investment in the Shares.

  • If Buyer or its Affiliates (including Newco Brazil after the Closing) shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Sellers a reasonable opportunity, at Sellers' expense, to segregate and remove such books and records as Sellers may select.

Related to Newco Brazil

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Portugal when used in a geographical sense comprises the territory of the Portuguese Republic in accordance with the International Law and the Portuguese legislation;

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

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • 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 of the Issuer immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Issuer; 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; (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 Issuer; (iv) all Subsidiaries of the Issuer immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer) are Subsidiaries of the Issuer (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Issuer (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 Issuer immediately prior to the Scheme of Arrangement;

  • 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.”

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Target Companies has the meaning set forth in the recitals.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Minority Owned Business Enterprise or "MBE" means a firm awarded certification as a minority owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a minority owned and controlled business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • PRC Entities means the PRC Subsidiaries and the Consolidated Affiliated Entities collectively.

  • CBN or "Cannabinol" means 6,6,9-trimethyl-3-pentyl-benzo[c]chromen-1-ol.

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

  • Women Owned Business Enterprise or "WBE" means a firm awarded certification as a women owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a women owned business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

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

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • OPC has the meaning specified in the recital of parties to this Agreement.

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

  • JV means Joint Ventures

  • Target Group means the Target and its Subsidiaries.

  • SpinCo Contracts means the following contracts and agreements to which either Party or any other member of its Group is a party or by which it or any other member of its Group or any of their respective Assets is bound, whether or not in writing, in each case as in effect as of immediately prior to the Effective Time:

  • Honeywell “we”, “us” or “our” means Honeywell International Inc. or Affiliate(s) who execute or assent to the Order Form. “You” or “your” means collectively the other entities executing or assenting to the Order Form. “Affiliate” means any entity that controls, is controlled by, or is under common control with, another entity. An entity “controls” another if it owns directly or indirectly a sufficient voting interest to elect a majority of the directors or managing authority or otherwise direct the affairs or management of the entity.

  • Minority or Women-Owned Business Enterprise means a business enterprise, including a sole proprietorship, partnership or corporation that is: