Newco Parent definition

Newco Parent means a newly-formed entity organized under the laws of Luxembourg that will directly or indirectly own 100% of the equity interests of the Reorganized Parent and be treated as a corporation for tax purposes, as set forth in the Restructuring Transaction Steps.
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Newco Parent is defined in the preamble hereto.
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Newco Parent means Xxxxx Divesture Parent, LLC, a Delaware limited liability company.
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Examples of Newco Parent in a sentence

  • Distributions (such as dividends) by Newco Parent prior to its liquidation would be subject to a 15% withholding tax, unless the domestic exemption or a reduction under an applicable treaty for the avoidance of double taxation would apply.

  • Contrary to this, if consequentialism is retained and dynamic consistency is dropped (Dow et al, 1990) asymmetric information is not necessary to generate trade (Halevy, 1998 Appendix B).

  • Furthermore, the Holder should own a shareholding in Newco Parent of at least 10% (or with an acquisition cost of at least EUR 1.2 million) for an uninterrupted period of at least twelve months.

  • Based on the estimated equity value of Newco Parent, the existing NOL carryforwards of the Skillsoft U.S. Tax Group are expected be significantly reduced or eliminated as a result of the attendant attribute reduction and the tax basis of the members of the Skillsoft U.S. Tax Group in their assets may be reduced.

  • Newco, Parent and the Company will cooperate with each other in the development and distribution of all press releases and other public announcements with respect to the Merger and other transactions contemplated hereby, and will furnish the other with drafts of any such releases and announcements as far in advance as practicable.

  • It is clear that, in this case, firms that go bankrupt should owe the state the remaining balance, and the state should be among the senior creditors.

  • Persons might or might not agree with them but there is certainly no ground to question their motives, nor is it brotherly to charge them with lack of conscience and with neutrality as to Christ because in their judgment the Newtonian question should not be forced upon hundreds of simple believers.

  • Newco Parent (and its Luxembourg affiliates, if any) will be subject to Luxembourg taxes (including profit tax, which consists of a national corporate income tax (“CIT”) and a municipal business tax (“MBT”), as well as an annual net wealth tax (“NWT”)).

  • Under current law, dividends received by non-corporate U.S. Holders on the Newco Equity may be subject to U.S. federal income tax at lower rates than other types of ordinary income if certain conditions are met, including that Newco Parent is not a passive foreign investment company as discussed below.

  • To qualify for the participation exemption for capital gains, such Luxembourg Holder should own a shareholding in Newco Parent of at least 10% (or with an acquisition cost of at least EUR 6 million) for an uninterrupted period of at least twelve months.


More Definitions of Newco Parent

Newco Parent has the meaning set forth in the second Recital.
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Newco Parent means [NewCo Corporation],2 a Delaware corporation.
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Newco Parent means NewCo (as such term is defined in the Transaction Agreement).
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Related to Newco Parent

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • 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.

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

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

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

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

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

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Holdco has the meaning set forth 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.”

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

  • lone parent means a person who has no partner and who is responsible for and a member of the same household as a child or young person;

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

  • MergerSub has the meaning set forth in the Preamble.

  • Parent Parties has the meaning set forth in ARTICLE V.

  • Natural parent means a minor's biological or adoptive parent, and includes the minor's noncustodial parent.

  • ITC (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants with all information needed to prepare their Proposals.

  • CBI means Central Bureau of Investigation

  • CBC means the Collective Bargaining Committee

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

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

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

  • Birth parent means the child's biological parent and, for purposes of adoptive placement, means

  • Common parent, as used in this provision, means that corporate entity that owns or controls an affiliated group

  • SSE means the Shanghai Stock Exchange.