Newco Scheme means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of a limited liability company (“Newco”) between the Shareholders immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Company; provided that (i) only ordinary shares or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of the Scheme of Arrangement (disregarding de minimis holdings by initial subscribers, if applicable); (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of the Company; (iv) all Subsidiaries of the Company immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Company) are Subsidiaries of the Company (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Company (or Newco) holds, directly or indirectly, the same percentage of the Ordinary Share Capital and Equity Share Capital of those Subsidiaries as was held by the Company immediately prior to the Scheme of Arrangement.
Newco Scheme means a scheme of arrangement or analogous proceeding (a “Scheme of Arrangement”) which effects the interposition of a limited liability company or trust (“Newco”) between the Shareholders of the Issuer immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Issuer; provided that:
Newco Scheme means a Scheme of Arrangement:
Examples of Newco Scheme in a sentence
No consent or approval of Bondholders shall be required in connection with any Newco Scheme Modification.
Neither the Conditions nor the Trust Deed contain any restrictions on the ability of the Issuer or its subsidiaries or associates to incur additional unsecured or secured indebtedness.In the event of a Newco Scheme, the Issuer may without the consent of Securityholders, at its option, procure that Newco is substituted under the Securities as the issuer of the Securities.
In the event of a Newco Scheme, the Issuer may, without the consent of Noteholders, at its option, procure that Newco is substituted under such Notes as the Issuer.
In the event of a Newco Scheme, the Issuer may without the consent of Noteholders, at its option, procure that Newco is substituted under the Notes as the issuer of the Notes.
All material rents, royalties and other payments due and payable under such leases, contracts, servitudes and other agreements, or under any Permitted Liens, or otherwise attendant to the ownership or operation of any Oil and Gas Properties covered by the most recent Engineering Report, have been properly and timely paid.
More Definitions of Newco Scheme
Newco Scheme means a scheme of arrangement which effects the interposition of a limited liability company (“Newco”) between the Shareholders of the Issuer immediately prior to the scheme of arrangement (the “Existing Shareholders”) and the Issuer; provided that immediately after completion of the scheme of arrangement the only shareholders of Newco are the Existing Shareholders and that all Subsidiaries of the Issuer immediately prior to the scheme of arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer) are Subsidiaries of the Issuer (or of Newco) immediately after the scheme of arrangement.
Newco Scheme means (A) a Scheme of Arrangement which effects the interposition of a limited liability company ("Newco") between the shareholders of the Issuer immediately prior to completion of the Scheme of Arrangement (the "Existing Shareholders") and the Issuer, provided that (i) only ordinary shares or classes of ordinary share or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or classes of ordinary share units or equivalent of Newco are issued to Existing Shareholders (except for a nominal holding by initial subscribers); (ii) immediately upon completion of the Scheme of Arrangement, the only shareholders of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or classes of ordinary share or units or equivalent of Newco are Existing Shareholders holding in substantially the same proportions as immediately prior to completion of the Scheme of Arrangement; (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder (or shareholders) of the Issuer; (iv) all Subsidiaries of the Issuer immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer) are Subsidiaries of the Issuer (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Issuer (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and/or equity share capital of those Subsidiaries as was held by the Issuer immediately prior to the Scheme ofArrangement; or (B) a public offer in respect of the B Shares and the Bonds for the purposes of effecting the interposition of Newco between the shareholders of the Issuer and the Issuer ("Newco Offer") provided that (i) pursuant to the Newco Offer an offer is made to the Bondholders to exchange their Bonds for bonds issued by Newco and convertible into a class of ordinary shares of Newco and otherwise in all material respects on the same terms and conditions as the Bonds;(ii) the Newco Offer is not declared unconditional unless Newco has become the owner of more than 90 per cent. of all shares issued by the Issuer (on a fully diluted basis); (iii) immediately after completion of the Newco Offer the only shareholders of Newco or, as the case may be, the only holders of depositary or oth...
Newco Scheme means the interposition (whether by scheme of arrangement or analogous proceeding or otherwise, and whether court-sanctioned or not) of one or more limited liability companies (incorporated in the same jurisdiction as the Parent or the Company, or with the consent of all of the Lenders, incorporated in a different jurisdiction) (each, a “Newco”) between the shareholders immediately prior to such interposition of the Company and the Company, provided that, (a) whether the company directly disposing of the shares in the Company is the Parent or a Newco, the Newco directly acquiring the shares in the Company acquires such shares subject to the Transaction Security or grants equivalent Transaction Security over and in respect of the shares in the Company, as that which the Parent or disposing Newco, as applicable, had granted and (b) an opinion of counsel in form and substance satisfactory to the Agent (subject to customary exceptions) is delivered to the Agent confirming that the Transaction Security over the shares in the Company subject to which they are acquired or (as applicable) which is granted by such Newco over the shares in the Company is not subject to any limitation, imperfection or new hardening period that the Transaction Security in respect of the shares of the Company was not subject to immediately prior to the interposition of any Newco.
Newco Scheme means a scheme of arrangement or analogous proceeding (Scheme of Arrangement which effects the interposition of a limited liability company (“Newco”) between the Shareholders of Banco Santander immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and Banco Santander, provided that:
Newco Scheme means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which:
Newco Scheme means a scheme of arrangement which effects the interposition of a limited liability company ("Newco") between the Shareholders of the Guarantor immediately prior to the scheme of arrangement (the "Existing Shareholders") and the Guarantor; provided that immediately after completion of the scheme of arrangement the only shareholders of Newco are the Existing Shareholders and that all Subsidiaries of the Guarantor immediately prior to the scheme of arrangement (other than Newco, if Newco is then a Subsidiary of the Guarantor) are Subsidiaries of the Guarantor (or of Newco) immediately after the scheme of arrangement.
Newco Scheme means a scheme of arrangement or any other transaction (each, a "Scheme of Arrangement"):