Newco Transfer definition

Newco Transfer has the meaning assigned to such term in Section 2.21.
Sample 1Sample 2Sample 3
Newco Transfer means: (i) the Newco Contribution; (ii) the transfer, directly or indirectly, of the Excluded Assets and Excluded Liabilities, in each case, relating to, arising out of or resulting from the transactions contemplated by this Agreement (including as set forth in Section 1.3); and (iii) each of the transactions contemplated by Section 1.7.
Sample 1Sample 2
Newco Transfer shall have the meaning set forth in the Distribution Agreement.
Sample 1Sample 2

Examples of Newco Transfer in a sentence

  • RDP EUR./INT 1998 1999 (Newco) Transfer Price Transfer Price Part Number Description (Main instruments) GBP GBP 00-0000-00 Novaspec II *** *** 00-0000-00 GeneQuant *** *** 00-0000-00 GeneQuant II *** *** 8021-0-98 GeneQuant pro *** *** 00-0000-00 Ultrospec 1000 *** *** 00-0000-00 Ultrospec 1000E *** *** 00-0000-00 Ultrospec 2000 *** *** 00-0000-00 Ultrospec 3000 *** *** 00-0000-00 Ultrospec 4000 *** *** RDP EUR/INT.

  • In order to facilitate Thermals transition of the business of G&O from Transfer to Thermal and Thermals transition of the Business to Newco, Transfer and Thermal will enter into a Transition Services Agreement and Newco and Thermal will enter into a Transition Services Agreement (collectively, the "TSAs").

  • In connection with such transfers, immediately prior to the Newco Transfer: (i) the Transferred LLCs shall convey, transfer, assign and deliver to Sellers or one of their Affiliates, and Sellers or such of their Affiliates shall accept from the Transferred LLCs, all of the Transferred LLCs’ right, title and interest in and to the Retained Assets and (ii) Sellers shall assume from the Transferred LLCs and discharge and perform when due all the Excluded Liabilities.

  • Following the Cayman Newco Transfer, all owned or licensed Intellectual Property used in the Business will be owned by a Company (and not Seller).

  • The Borrower represents and warrants that, after giving effect to this Amendment and the transactions contemplated hereby (including the Contribution, the Newco Merger and the Newco Transfer), no Default or Event of Default has occurred and is continuing.

  • The representations and warranties made by the Borrower in Section 4 of the Credit Agreement, after giving effect to this Amendment and the transactions contemplated hereby (including the Contribution, the Newco Merger and the Newco Transfer), shall be true and correct in all material respects, except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • In order to facilitate Thermal's transition of the business of G&O from Transfer to Thermal and Thermal's transition of the Business to Newco, Transfer and Thermal will enter into a Transition Services Agreement and Newco and Thermal will enter into a Transition Services Agreement (collectively, the "TSAs").

  • Within twenty (20) days after the consummation of the Newco Transfer (or such longer period as the Administrative Agent may permit) the Loan Parties shall comply with their obligations under Section 8.12 of the Credit Agreement with respect to the Equity Interests in Newco.


More Definitions of Newco Transfer

Newco Transfer shall have the meaning specified in the Series 2001-A Supplement.
Sample 1Sample 2
Newco Transfer means the transfer of the Port Shares by TMM to Newco. "OCTOBER 2002 SERIES 2001-A SUPPLEMENT" shall have the meaning set forth in the second recital.
Sample 1Sample 2
Newco Transfer means: (i) the transfer of the Communications Assets and the Communications Liabilities as set forth in Section 1.01 and Section 1.02, and the Excluded Assets and Excluded Liabilities in Section 1.03, and (ii) each of the transactions contemplated by Section 1.07.
Sample 1
Newco Transfer the transfer of all of the membership interests in Newco to PCT International Holdings Inc. following the consummation of the Newco Merger.
Sample 1
Newco Transfer has the meaning set forth in Section 2.1.
Sample 1
Newco Transfer means (i) at any time, the sale, transfer or disposition of all of the Capital Stock of the NewCo or all or substantially all of the NewCo’s assets, including for the avoidance of doubt the Operation Conditions, to any Person that is not an Affiliate of the Issuer or the Guarantors for consideration in an aggregate amount at least equal to the Fair Market Value of all of the Capital Stock of the NewCo or all or substantially all of the Newco's assets, as applicable, (such sale, transfer or disposition, the “FMV NewCo Transfer”) or (ii) upon the occurrence of the Trigger Date, the sale, transfer or disposition of all of the Capital Stock of the NewCo or all or substantially all of the NewCo’s assets, including for the avoidance of doubt the Operation Conditions, to any Person for no or nominal consideration, at the sole discretion of the Issuer or the Guarantors (such sale, transfer or disposition, the “Post-Trigger NewCo Transfer”).
Sample 1

Related to Newco Transfer

  • Transfer Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Exempt Transfer means, in relation to shares held by a member:

  • Custody transfer means the transfer of produced crude oil and/or condensate, after processing and/or treating in the producing operations, from storage tanks or automatic transfer facilities to pipelines or any other forms of transportation.

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • Excluded Transfer means any transfer of VRDP Shares (1) to a TOB Trust in which BANA and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any TOB Trust in which BANA and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Type II transfer means that phrase as defined under Section 3 of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.

  • Title Transfer means the transfer of title to Gas between two (2) Shippers at a Delivery Point, provided that each such party has executed a Transportation Service Agreement, or the transfer of title to Gas between two (2) Shippers at ATP, provided each such party has executed either a Transportation Service Agreement or a Title Transfer Agreement.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or Common Stock issued or issuable upon conversion of Preferred Stock.

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Public Sale means any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker.

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Subsequent Transfer Instrument: Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form attached hereto as Exhibit I, by which Subsequent Loans are transferred to the Trust Fund.

  • Type III transfer means that term as defined under Section 3(c) of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.

  • Relevant Transfer means a transfer of employment to which the Employment Regulations applies;

  • Transferred Interests has the meaning set forth in the Recitals.

  • Restricted Transfer a transfer of Personal Data which is undergoing processing or which is intended to be processed after transfer, to a country or territory to which such transfer is prohibited or subject to any requirement to take additional steps to adequately protect the Personal Data processed under this Agreement for the transfer to be lawful under the Data Protection Legislation;

  • Drag-Along Sale has the meaning set forth in Section 3.03(a).

  • Tag-Along Shares has the meaning ascribed to such term in Section 4.4(a).

  • transfer value means the value of a transferred vote calculated in accordance with rules STV47.4 or STV47.7. 42. Arrangements for counting of the votes 42.1 The returning officer is to make arrangements for counting the votes as soon as is practicable after the close of the poll. 42.2 The returning officer may make arrangements for any votes to be counted using vote counting software where: