NewCo Capital Stock definition

NewCo Capital Stock means the Capital Stock of NewCo.
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NewCo Capital Stock means all classes or series of stock of Newco and all options, warrants, derivatives, rights to acquire stock, and other interests and instruments taken into account for purposes of determining a “50-percent or greater interest” within the meaning of Section 355(d)(4) of the Code.
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NewCo Capital Stock means the equity interests in Newco, treated as stock for U.S. federal income tax purposes.
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Examples of NewCo Capital Stock in a sentence

  • None of the Investors or their Subsidiaries or their respective successors and assigns will be entitled to make any claim under this Section 13.5 for any actual or alleged diminution in value of their NewCo Capital Stock or membership interests in NewCo LLC.

  • The Bonus Mile Fee shall be in addition to, and not in lieu of, the Base Mile Fee that is due for a transaction.

  • Company shall have no obligation to indemnify Customer in the event that the claim of infringement is based upon (i) the use of the Company Technology in a manner prohibited under this Agreement, or (ii) the combination, operation or use of the Company Technology with other software or hardware or materials or the modification of the Company Technology, if such claim would not have arisen but for such combination, operation, use or modification.

  • For example: For FRONTIER ticket purchases on the Platinum Card for which double miles are awarded for using the credit card, the first mile awarded by FRONTIER will be compensated by the Purchase Mile Fee, and the second (bonus) mile will be compensated by the Bonus Mile Fee.

  • Neither Seller nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would be reasonably likely to prevent the exchanges of the Company Capital Stock, the Purchased Assets and the Assumed Liabilities for NewCo Capital Stock pursuant to the Merger, the Asset Sale and the Stock Issuance, taken together, from qualifying as an exchange described in Section 351 of the Code.

  • In addition, each outstanding book-entry share that, immediately prior to the Effective Time, evidenced a class or series of Company Capital Stock shall, from and after the Effective Time, be deemed and treated for all corporate purposes to evidence the ownership of the same number of shares of the corresponding class or series of NewCo Capital Stock.

  • During the Initial Term of this Agreement, JUNIPER shall pay a Purchase Mile Fee to FRONTIER equal to ***** for each Purchase Mile and a Bonus Mile Fee of either (1) ***** for each Bonus Mile awarded to an Account for which the New Account Premium is paid, or (2) ***** for each Bonus Mile awarded to an Account for which the Marketing Premium is paid.

  • None of the Company, NewCo, Merger Sub nor any of the respective Affiliates of each such Person has taken or agreed to take any action, or is aware of any fact or circumstance, that would be reasonably likely to prevent the exchanges of the Company Capital Stock, the Purchased Assets and the Assumed Liabilities for NewCo Capital Stock pursuant to the Merger, the Asset Sale and the Stock Issuance, taken together, from qualifying as an exchange described in Section 351 of the Code.

  • Accordingly, until thereafter surrendered for transfer or exchange in the ordinary course, each outstanding certificate that, immediately prior to the Effective Time, evidenced any class or series of Company Capital Stock shall, from the Effective Time, be deemed and treated for all corporate purposes to evidence the ownership of the same number of shares of the corresponding class or series of NewCo Capital Stock.

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More Definitions of NewCo Capital Stock

NewCo Capital Stock means (i) all classes and series of capital stock of NewCo, (ii) all instruments properly treated as equity in NewCo for United States federal income tax purposes, and (iii) all options, warrants, convertible debt and other rights respecting (i) or (ii).
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NewCo Capital Stock means the 1,000 authorized shares of Newco's Common Stock, without par value.
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NewCo Capital Stock means all outstanding shares of Newco Common Stock and all securities convertible or exchangeable into shares of Newco Common Stock (including, Newco Preferred Stock).
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Related to NewCo Capital Stock

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Voting Capital Stock means with respect to any Person, securities of any class or classes of Capital Stock in such Person ordinarily entitling the holders thereof (whether at all times or at the times that such class of Capital Stock has voting power by reason of the happening of any contingency) to vote in the election of members of the board of directors or comparable governing body of such Person.

  • Capital Stock means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity.

  • Excluded Capital Stock means:

  • Retired Capital Stock shall have the meaning provided in Section 10.5(b)(2).

  • Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock.

  • Disqualified Capital Stock means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the Notes.

  • Capital Shares means the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.

  • Treasury Capital Stock has the meaning assigned to such term in Section 6.04(a)(viii).

  • Redeemable Capital Stock means any Capital Stock of the Company or any of its Subsidiaries that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (a) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the securities or (b) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (c) is convertible into or exchangeable for debt securities at any time on or prior to such final stated maturity.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Newco Stock means the common stock, par value $.01 per share, of Newco.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • New Equity Interests means the limited liability company

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Parent Common Stock means the common stock, par value $0.01 per share, of Parent.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Parent Ordinary Shares means the ordinary shares, no par value per share, of Parent.

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.