NewCo Interest definition

NewCo Interest means the sole limited liability company interest in NewCo, which shall be held by TopCo as of the Effective Date pursuant to the Public Entity Settlements, representing 100% of the economic and voting Interests in NewCo.
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NewCo Interest means the sole limited liability company interest in NewCo issued to TopCo pursuant to the Public Entity Settlements, representing 100% of the economic and voting Interests in NewCo.
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NewCo Interest means the member interests in Newco held by Seller, which represent all of the issued and outstanding member interests of Newco.
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Examples of NewCo Interest in a sentence

  • In consideration of the sale of the Shares and Newco Interest to Buyer, Buyer shall pay to Seller at the Closing, an amount equal to the sum of the Base Purchase Price, as adjusted for the Estimated Inventory Payment and the Estimated Working Capital Payment in accordance with Sections 2.4 and 2.5 below.

  • Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Shares and the Newco Interest, upon the terms and subject to the conditions in this Agreement.

  • Buyer shall pay the filing fees payable in connection with its filings required by the HSR Act in connection with the Buyer’s acquisition of the Shares and the Newco Interest and entering into the Related Agreements.

  • At the Closing, and subject to the terms and conditions in this Agreement, Seller shall sell, assign, transfer, deliver, and convey to Buyer, and Buyer shall purchase and accept from Seller, the Shares and the Newco Interest.


More Definitions of NewCo Interest

NewCo Interest means all of the issued and outstanding membership interests in Newco.
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NewCo Interest has the meaning set forth in the recitals.
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Related to NewCo Interest

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Class B Interest Each of the Class B-1 and Class B-2 Interests.

  • Class IO Interest An uncertificated interest in the Trust Fund held by the Trustee, evidencing a REMIC Regular Interest in REMIC III for purposes of the REMIC Provisions.

  • Class P Interest An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

  • LLC Interest means a membership interest or similar interest in a limited liability company.

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Economic Interest means a Person’s right to share in the income, gains, losses, deductions, credits, or similar items of the Company, and to receive Distributions from the Company, but excluding any other rights of a Member, including the right to vote or to participate in management, or, except as may be provided in the Act, any right to information concerning the business and affairs of the Company.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Deferred Interest shall have the meaning set forth in Section 4.1.

  • L/C Interest shall have the meaning ascribed to such term in Section 3.6 hereof.

  • Common Interest means the limited liability company membership interest represented by the Common Units owned by a Common Member in the Company at any particular time, including the right of such Common Member to any and all benefits to which a Common Member may be entitled as provided in the Act, this Agreement, or otherwise, together with the obligations of such Common Member to comply with all terms and provisions of this Agreement and the Act.

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Company Interest means the interest of a Member in Profits, Losses and Distributions.

  • Class R-IV Interest The uncertificated Residual Interest in REMIC IV.

  • Class B Interests As set forth in the Trust Agreement.

  • Class R-I Interest The uncertificated Residual Interest in REMIC I.

  • Profits Interest means an interest in the Company that is intended to be classified as a profits interest within the meaning of Internal Revenue Service Revenue Procedure 93-27 and 2001-43 (or the corresponding requirements of any subsequent guidance promulgated by the Internal Revenue Service or other Law) for U.S. federal income tax purposes, including the Class C Common Incentive Units.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Class LT-R Interest The residual interest in the Lower-Tier REMIC as described in the Preliminary Statement and the related footnote thereto.

  • Original Fractional Interest With respect to each of the following Classes of Subordinate Certificates, the corresponding percentage described below, as of the Closing Date: Class B-1 1.11% Class B-2 0.71% Class B-3 0.45% Class B-4 0.25% Class B-5 0.10% Class B-6 0.00% Original Subordinate Class Certificate Balance: $11,614,127.00.

  • Fractional Interest As defined in Section 5.02(d).