Newco II definition

Newco II means the new corporation to be incorporated pursuant to section 6.2(b) hereof under the laws of the Cayman Islands or such other jurisdiction as agreed to by SFC, the Monitor and the Initial Consenting Noteholders.
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Newco II means 2143455 Ontario Inc., a corporation existing under the OBCA and, immediately prior to the Effective Time, a wholly-owned subsidiary of Newco I.5, and its successors;
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Newco II has the meaning set forth in the recitals.
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Examples of Newco II in a sentence

  • Notwithstanding anything to the contrary herein, Newco II shall be liable to the applicable Subsidiaries and Greenheart for such Subsidiary Intercompany Claims and SFC shall be released from such Subsidiary Intercompany Claims from and after the Plan Implementation Date, and the applicable Subsidiaries and Greenheart shall be liable to Newco II for such SFC Intercompany Claims from and after the Plan Implementation Date.

  • The obligations of SFC to the applicable Subsidiaries and Greenheart in respect of all Subsidiary Intercompany Claims (other than those set-off pursuant to section 6.4(l) hereof) shall be assumed by Newco on the Plan Implementation Date pursuant to 6.4(m) hereof, and then shall be assumed by Newco II pursuant to section 6.4(x) hereof.

  • In addition, Arkansas Newco II, Inc., Jonesboro, Arkansas, a wholly owned subsidiary of Liberty Bancshares, Inc., also has applied to become a bank holding company by acquiring 100 percent of the voting shares of TrustBanc Financial Group, Inc., Mountain Home, Arkansas, and thereby indirectly acquire voting shares of TrustBanc, Mountain Home, Arkansas.Comments on this application must be received by January 14, 2005.inspection at the Federal Reserve Bank indicated.

  • All SFC Intercompany Claims (other than those transferred to SFC Barbados pursuant to section 6.4(j) hereof or set-off pursuant to section 6.4(l) hereof) shall be deemed to be assigned by SFC to Newco on the Plan Implementation Date pursuant to section 6.4(m) hereof, and shall then be deemed to be assigned by Newco to Newco II pursuant to section 6.4(x) hereof.

  • In consideration of the Contributions, First American and FARES shall cause Newco to issue (I) to First American membership interests equal to 61.2518% of all of the membership interests of Newco, (II) to FAREISI membership interests equal to 1.1645% of all of the membership interests of Newco and (III) to FARES membership interests equal to 37.5837% of all of the membership interests of Newco.

  • Subject to clause (ii) below, Parent, Newco I and Newco II shall be entitled to participate at their own expense in the defense and, if Parent, Newco I or Newco II so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim.

  • Newco II will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Holders of their right to instruct the Trustee with respect to the exercise of the Voting Rights with respect to the Exchangeable Shares held by the Holders.

  • Seller shall deliver to Buyer the Newco II Tax Allocation Agreement, executed by AES, Newco II Inc., and Newco Inc.

  • At any time after the third anniversary of the Effective Date, 446 will have the right to require RM Sub to sell its Newco shares, Newco II shares and the Newco II Loan to Newco, or Newco's designee, in exchange for Class A Subordinate Voting Shares.

  • From and after the Newco II Amalgamation, the parties expressly confirm that the Amalgamated Newco II shall automatically succeed to and become obligated to perform all the obligations of Newco II hereunder and shall be entitled to all the rights of Newco II and for all intents and purposes of this Agreement shall thereupon become the Newco II party hereunder.


More Definitions of Newco II

Newco II has the meaning set forth in the preamble to this Agreement.
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Newco II means a new corporation to be incorporated under the laws of Canada by Newco;
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Newco II has the meaning ascribed to it in the forepart of this Agreement.
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Newco II means Peppertree Acquisition II Corp., a Delaware corporation and -------- a wholly-owned subsidiary of the Borrower.
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Related to Newco II

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

  • Holdco has the meaning set forth in the Preamble.

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

  • Co-op A private, cooperative housing corporation, having only one class of stock outstanding, which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes the sale of stock and the issuance of a Co-op Lease.

  • Topco has the meaning set forth in the Preamble.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

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

  • Co-Issuer means the Person named as the “Co-Issuer” in the first paragraph of this Indenture, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Co-Issuer” shall mean such successor Person.

  • LMC means Liberty Media Corporation, a Delaware corporation.

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

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

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

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Subrecipient Parent DUNS Number means the subrecipient parent organization’s 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient’s System for Award Management (SAM) profile, if applicable.

  • EBS means Electronic Bid Submission.

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

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

  • Purchaser Parent has the meaning set forth in the Preamble.