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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.

  • 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, Merger Sub and the ADR Depositary shall enter into the ADR Depositary Agreement in a form satisfactory to Newco, Parent and the Company.

  • 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.

  • 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.

  • Consequences to Holders of the Disposition of Newco Equity, Tranche A Warrants, Tranche B Warrants and New Second Out Term Loans The sale, redemption, or other disposition of the Newco Equity within six months after acquisition at a gain would constitute a taxable event for a non-Luxembourg Holder if such Holder owns a shareholding in Newco Parent of more than 10%.

  • However, the Debtors do not intend for Newco Parent to provide the necessary information to allow U.S. Holders to make an election to treat Newco Parent as a QEF, and the Newco Equity may not satisfy certain necessary trading requirements to be eligible for a “mark-to-market” election.

  • The sale, redemption, or other disposition of the New Second Out Term Loan, Tranche A Warrants or Tranche B Warrants, as applicable, would not trigger any taxation in Luxembourg for a non-Luxembourg Holder, unless such transaction would be considered a deemed distribution from Newco Parent to such Holder.

  • For this purpose, the number of Tranche A Warrants or Tranche B Warrants deemed exercised would be equal to the number of Tranche A Warrants or Tranche B Warrants that would entitle the Irish Holder to receive upon exercise the number of Newco Parent ordinary shares issued pursuant to the cashless exercise of the Tranche A Warrants or Tranche B Warrants.


More Definitions of Newco Parent

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

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

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

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • 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 means Actavis W.C. Holding 2 LLC, a company organized in Nevada.

  • Parent Parties means Parent and Merger Sub.

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

  • 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 has the meaning set forth in the Preamble.

  • 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 of corporations that files its Federal income tax returns on a consolidated basis, and of which the offeror is a member.

  • SSE means the Shanghai Stock Exchange.

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

Most Referenced Clauses

Most Referenced Definitions