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Newco UK definition

Newco UK shall have the meaning assigned to such term in the preamble to this Agreement.
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Newco UK shall have the meaning ascribed to such term in Section 1.1(b).
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Newco UK means a company to be incorporated under the laws of England and Wales as a direct wholly-owned Subsidiary of Bidco;
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Examples of Newco UK in a sentence

  • Following the consummation of the Stock Purchases, (i) the U.S. Borrower contributed to LucasVarity 1% of the Equity Interests of Xxxxx acquired by the U.S. Borrower as described in clause (a) above and (j) the U.S. Borrower contributed to Newco UK all the LucasVarity shares purchased by U.S. Borrower (as described in clause (g) above) in exchange for 18.6% of the issued and outstanding shares of Newco UK.

  • Assuming the Closing occurs and the subsequent consummation of the transactions contemplated by the Share Purchase Agreement, Purchaser will be the record and beneficial owner of all of the outstanding equity interests of Newco UK, and all of such equity interests will have been duly and validly authorized and fully paid and non-assessable.

  • Any other provision of this Agreement or any Loan Document to the contrary notwithstanding, each Loan Party hereto acknowledges and agrees, for itself and on behalf of its Subsidiaries, that, until otherwise provided in writing by the U.K. Trustee and the Agent, such Person’s possession of the Stock of Dutch Holdings for whatever reason shall be subject at all times to the Lien granted to the Agent in the Newco U.K. II Share Pledge Agreement.

  • Each party hereto hereby agrees that, from and after the execution by each of Euramax U.S., Newco U.K. and Newco U.K. II of a supplement to the Credit Agreement referred to in the definitions of "Restructuring Step 2 Conditions" and "Restructuring Step 3 Conditions" in Section 1 hereof, each of Euramax U.S., Newco U.K. and Newco U.K. II shall for all purposes be a Loan Party under and a party to the Credit Agreement.

  • The parties acknowledge that, depending on the timing of receipt of the Investor Consents and any other required consents and approvals (including, to the extent required, registration by each Newco Advisor with the SEC and by Newco (U.K.) with the FSA), there may be a different Separation Date for each Existing Fund.

  • Notwithstanding the foregoing, the Acquirors shall (or shall cause Newco to) reimburse Greenhill for fees payable to Governmental Authorities, registered agents and service companies in connection with the formation of Newco, Newco Holdco and Newco (U.K.).

  • Except for the Consulting Agreement and the UK Lease, there are no other liabilities in respect of Newco UK as of the Closing Date.

  • Other than as set forth in the Share Purchase Agreement, there are no outstanding rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of Newco UK.

  • USSH ENSCO Newco U.K. Substantial business activities in U.K. U.K.Ops ROWOpsAcq.

  • Work under the WSCS will include assessments on Drycleaning sites and State-lead cleanup sites.


More Definitions of Newco UK

Newco UK has the meaning specified in the preamble hereof.
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Newco UK shall have the meaning set forth in Section 2.02(a)(ix).
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Newco UK means a company which may be incorporated in England and Wales, the equity interests in which company will be owned by one of the Borrowers or a Subsidiary, and which company will be created solely for the purposes of acquiring one or more of the Intercompany Loan Notes, granting a security interest in such Intercompany Loan Notes to one or more Borrowers or a Subsidiary in consideration of Intercompany Loans, holding such Intercompany Loan Notes and transferring such Intercompany Loan Notes to one or more Borrowers or Subsidiaries.
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Related to Newco UK

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

  • 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 the Issuer immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Issuer; 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; (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 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 equity share capital of those Subsidiaries as was held by the Issuer immediately prior to the Scheme of Arrangement;

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

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

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Exempt Newco Scheme means a Newco Scheme where, immediately after completion of the relevant Scheme of Arrangement, the 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 (i) admitted to trading on the Relevant Stock Exchange or (ii) admitted to listing on such other Regulated Market as the Issuer or Newco may determine;

  • LMC means Liberty Media Corporation, a Delaware corporation.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Group Business Entity means;

  • BTCo means Bankers Trust Company, in its individual capacity, and any successor corporation thereto by merger, consolidation or otherwise.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Acquireco has the meaning ascribed thereto in the recitals.

  • Purchaser’s Group means the Purchaser and its Affiliates from time to time;

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • 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.”

  • SpinCo Contracts means the following contracts and agreements to which either Party or any other member of its Group is a party or by which it or any other member of its Group or any of their respective Assets is bound, whether or not in writing, in each case as in effect as of immediately prior to the Effective Time:

  • Portugal when used in a geographical sense comprises the territory of the Portuguese Republic in accordance with the International Law and the Portuguese legislation;

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

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

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

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • JV Subsidiary means any Wholly-Owned Subsidiary of the Borrower that directly holds Capital Stock of a Joint Venture.

  • Excluded Affiliate means any portfolio company of the Servicer or the Transferor, as applicable, that is not consolidated on the financial statements of the Servicer or the Transferor, as applicable.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

Most Referenced Clauses

Most Referenced Definitions