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

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

  • 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.

  • 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.

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

  • 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.

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

  • Viskase Brazil -------------------------- does not (and Newco Brazil will not), directly or indirectly, own, of record or beneficially, any outstanding equity interests in any corporation, partnership, joint venture or other entity.

  • None of Buyer, any of its Affiliates, or Newco Brazil may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to paragraph (a) of this Section 8.2, without the ----------- prior written consent of Sellers, which consent may not be unreasonably withheld.

  • Agribrands shall form a new ------------------------ wholly-owned subsidiary, Newco Brazil, a Brazilian corporation.

  • All such capital stock is (or, in the case of Newco Brazil, will be) duly authorized, validly issued and outstanding, fully paid and nonassessable, and free of preemptive rights.


More Definitions of Newco Brazil

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. “Newco Romania” means the Romanian branch of Xxxxxx Elektronik GmbH.
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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.

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

  • 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.

  • 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 means the Company and its Subsidiaries.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • 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.

  • 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.

  • VIE of any Person means any entity that controls, is controlled by, or is under common control with such Person and is deemed to be a variable interest entity consolidated with such Person for purposes of U.S. GAAP. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

  • 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 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:

  • Honeywell has the meaning set forth in the preamble.

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