Newco Subsidiary definition

Newco Subsidiary means Mosaic Newco Subsidiary, L.P., a Delaware limited partnership.
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Newco Subsidiary means any Subsidiary of Newco.
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Newco Subsidiary means any direct or indirect Subsidiary of NewCo, as of the Distribution Date.
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Examples of Newco Subsidiary in a sentence

  • No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Newco or any Newco Subsidiary.

  • At or prior to the Distribution Date, Vornado shall cause each director or employee of Vornado and its Subsidiaries who will not be employed by Newco or a Newco Subsidiary after the Distribution Date to resign, effective upon the consummation of the Pre-Combination Transactions, from all boards of directors or similar governing bodies of Newco or any Newco Subsidiary, and from all positions as officers of Newco or any Newco Subsidiary in which they serve.

  • For the purposes of this Section 6.14, the placement of “help wanted” advertisements, postings on internet job sites and searches by employment search companies that are not specifically targeting employees of Weyerhaeuser, any Weyerhaeuser Subsidiary, Newco or any Newco Subsidiary shall not result in a violation of this Section 6.14.

  • For a period of two years from the Effective Time, without the prior written consent of Spinco, Weyerhaeuser will not, and will not permit any affiliate of Weyerhaeuser to, directly or indirectly, employ or attempt to employ any employee of Newco or any Newco Subsidiary or solicit or induce any employee of Newco or any Newco Subsidiary to terminate such person’s employment with Newco or such Newco Subsidiary.

  • The Contributing Companies will take all actions and will sign and deliver any and all instruments and documents (including the Bill xx Transfer) reasonably necessary or appropriate to fully effect and perfect the transfer to Newco (or if Newco so elects, any applicable Newco Subsidiary) of any and all of the Contributed Stock and Assets held by either of them and any Contributed Contracts to which they are a Party.

  • BHPB SPV (IO Newco) Subsidiary of the BHP Billiton Issuer to be formed to hold all the shares in BHP Billiton Minerals Pty Ltd.

  • Seagate will take all actions and will ------------------ sign and deliver any and all instruments and documents (including the Xxxx of Transfer) reasonably necessary or appropriate to fully effect and perfect the transfer to Newco (or if Newco so elects, any applicable Newco Subsidiary) of any and all of the Contributed Stock and Assets held by it and any Contributed Contracts to which it is a Party.

  • The Contributing Companies will take all ------------------ actions and will sign and deliver any and all instruments and documents (including the Xxxx of Transfer) reasonably necessary or appropriate to fully effect and perfect the transfer to Newco (or if Newco so elects, any applicable Newco Subsidiary) of any and all of the Contributed Stock and Assets held by either of them and any Contributed Contracts to which they are a Party.

  • Newco Subsidiary’s shares held by Newco are deemed to have an expenditure equal to the lesser of the land received or the Newco Subsidiary shares issued (both of which are measured after the land-for-Newco Subsidiary transaction).B.

  • A lawyer's conduct should be characterized at all times by personal courtesy and professional integrity in the fullest sense of those terms.


More Definitions of Newco Subsidiary

Newco Subsidiary means each of the legal entities formed in compliance with and as set forth on Schedule 3.
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Newco Subsidiary means each single member limited liability company formed under the laws of the State of Delaware that will be established prior to the Effective Date in accordance with this Plan and the equity ownership of which shall be held by NewCo in accordance with this Plan.
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Related to Newco Subsidiary

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Subsidiary means an entity in which more than 50 percent of the entity is owned—

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

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Inactive Subsidiary means any Subsidiary of the Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $10,000 and (c) does not have any Indebtedness outstanding.

  • Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, leasing, developing, constructing or acquiring energy generating, transmission or distribution assets, or assets related thereto, or any other power or energy facility or any assets related thereto, and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Majority-Owned Subsidiary means a Consolidated Subsidiary that is not wholly-owned (directly or indirectly) by the Company.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

  • Subsidiary Entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

  • Foreign Subsidiary Holdco any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an ownership interest in any such Capital Stock.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • PRC Subsidiary means any Subsidiary of the Company organized under the Laws of the PRC.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Current Subsidiary means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.