Newco OP definition

Newco OP shall have the meaning set forth in the Preamble.
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Newco OP has the meaning set forth in the recitals to this Agreement.
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Newco OP shall have the meaning given to such term in the Recitals.
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Examples of Newco OP in a sentence

  • Immediately following the Merger Effective Time, Newco OP shall be the managing member of Transferred LLC, until its resignation or removal in accordance with the New Transferred LLC Agreement.

  • Newco, Newco OP and each member of the Newco Group hereby waives compliance by each and every member of the Vornado Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the Newco Assets or Newco Properties to any member of the Newco Group.

  • XSTABL, An Integral Slope Stability Analysis Program for Personal Computers, Version 5.2.” Interactive Software Designs, Moscow, Idaho, USA, 1994.

  • JBG Properties has full right, authority, power and capacity (a) to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of JBG Properties pursuant to this Agreement; (b) to carry out the transactions contemplated hereby and thereby; and (c) to contribute, transfer and deliver all of the Contributed Interests to Newco OP (or its designee) in accordance with this Agreement.

  • The Parties intend for the transactions contemplated by this Agreement to be treated in accordance with, and agree to report in a manner consistent with, the following for U.S. federal income tax purposes: The contribution of the Contributed Interests in exchange for the Consideration as a transaction in which no gain or loss is recognized by JBG Properties or Newco OP under Section 721(a) of the Internal Revenue Code of 1986.

  • Upon the terms and subject to the conditions set forth in this Agreement, Newco OP hereby expressly assumes and agrees to perform, satisfy and discharge, in each case, in due course, all of the liabilities and obligations of JBG Properties relating to the Contributed Interests whether arising or accruing before or after the date hereof.

  • JBG Properties and Newco OP have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

  • Newco OP hereby accepts the foregoing contribution, grant, assignment, transfer and conveyance of the Contributed Interests by JBG Properties to Newco OP.

  • Immediately following the Merger Effective Time, Newco OP shall continue to be the sole member and managing member of the Surviving Entity, until its resignation or removal in accordance with the Surviving LLC Agreement.

  • Upon the terms and subject to the conditions set forth in this Agreement, JBG Properties hereby contributes, grants, assigns, transfers and conveys and delivers forever to Newco OP, all of JBG Properties’ rights, title and interest under, in and to the Contributed Interests.

Related to Newco OP

  • 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.

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

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Holdco has the meaning set forth in the Preamble.

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

  • LMC means Liberty Media Corporation, a Delaware corporation.

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

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

  • CVR means a contingent contractual right of Holders to receive CVR Payments pursuant to the Merger Agreement and this Agreement.

  • Acquireco means 2620756 Ontario Inc., a wholly-owned subsidiary of the Corporation incorporated under the OBCA for the purpose of carrying out the Amalgamation.

  • BTCo means Bankers Trust Company, in its individual capacity, and any successor corporation thereto by merger, consolidation or otherwise.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • EPD means the Environmental Protection Division of the Georgia Department of Natural Resources.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Company Operating Agreement means the Restated Operating Agreement of the Company dated August__, 2019, as amended from time to time.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Topco has the meaning set out in the Preamble;

  • 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.”

  • TWC means The Willxxxx Xxxpanies, Inc., a Delaware corporation.

  • ETP means Energy Transfer Partners, L.P., a Delaware limited partnership.

  • Blocker has the meaning set forth in the preamble.

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

  • HHI ’ means the Herfindahl-Hirschman Index, a commonly accepted measure of market concentration. It is calculated by squaring the market share of each firm competing in the market and then summing the resulting numbers. For example, for a market consisting of four firms with shares of thirty, thirty, twenty, and twenty percent, the HHI is 2600 (302 + 302 + 202 + 202 = 2600).

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • EBS means Electronic Bid Submission.

  • OpCo has the meaning set forth in the Preamble.