VS Holdco definition

VS Holdco means an entity that, together with its Subsidiaries, holds no material assets (other than assets necessary or appropriate for the conduct of the VS Business) and holds all material liabilities related to the VS Business (in each case as determined in good faith by the Company).
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Examples of VS Holdco in a sentence

  • L Brands agreed to form a new subsidiary, VS Holdco, and to contribute to VS Holdco various assets comprising the Victoria’s Secret and PINK businesses.

  • Sycamore agreed to a pay a purchase price of approximately $525 million in exchange for a 55% interest in VS Holdco, subject to certain adjustments.

  • At the Closing, Parent and VS Holdco (or one of its Subsidiaries designated by Buyer) shall enter into a construction management agreement, in substantially the form attached hereto as Exhibit P.

  • In furtherance of the foregoing, Parent shall, and shall cause its Subsidiaries to, waive all exclusivity commitments or other restrictions imposed upon Parent and/or its Subsidiaries by the fragrance houses or suppliers of the Shared Formulas to the extent necessary to enable VS Holdco and its Subsidiaries to obtain such New Fragrance House Contracts.

  • Upon the terms and subject to the conditions of this Agreement, at the Closing, Parent shall cause the Selling Entities to sell to Buyer, and Buyer shall purchase from the Selling Entities, the Sold VS Interests and the Sold GP Interests, in each case, free and clear of all Liens (except for any Liens on the ownership or transfer of the Sold VS Interests or Sold GP Interests under applicable securities laws or pursuant to the Organizational Documents of VS Holdco or the VS Holdco GP).

  • Parent and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party or VS Holdco, in connection with the preparation and filing of any Tax Return, any audit, litigation or other proceeding with respect to Taxes.

  • Notwithstanding the foregoing, VS Holdco shall have no obligation to pay to Parent any amount of a refund or credit with respect to a Tax that was paid by an Acquired Company after the Closing Date and for which Parent has not provided indemnification for such Tax.

  • If the Final Purchase Price exceeds the Estimated Purchase Price, VS Holdco shall pay to Parent (or a Subsidiary of Parent designated by Parent), in the manner and with interest as provided in Section 2.12(b), the amount of the excess of the Final Equity Value over the Estimated Equity Value.

  • Any refunds of any Transfer Taxes shall be for the sole benefit of VS Holdco and to the extent Buyer or Parent or their respective Affiliates (other than any Acquired Company) receives any such refund, such refund (net of any Taxes imposed thereon and reasonable third-party costs borne by such party to obtain such refund) shall be promptly paid to VS Holdco.

  • For each rainfall event, for each sewer in which Surcharge, SSOs, or pump station flows that exceed that station’s Peak Firm Capacity are identified, BCWSA shall determine and identify the specific cause(s) of the observed Surcharge, SSO, or pump station flow that exceeds that station’s Peak Firm Capacity.

Related to VS Holdco

  • Holdco has the meaning set forth in the Preamble.

  • US Holdco means any existing or future Domestic Subsidiary the Equity Interests of which are held solely by Foreign Subsidiaries; provided that such existing or newly formed Subsidiary shall not engage in any business or own any assets other than the ownership of Equity Interests in Foreign Subsidiaries and intercompany obligations that are otherwise permitted hereunder.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

  • Topco has the meaning set out in the Preamble;

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

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

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

  • Foreign Subsidiary Holdco means any Guarantor Subsidiary designated as a Foreign Subsidiary Holdco by the Company, so long as such Subsidiary has no material assets other than securities, indebtedness or receivables of one or more Foreign Subsidiaries (or Guarantor Subsidiaries thereof), intellectual property relating solely to such Foreign Subsidiaries (or Guarantor Subsidiaries thereof) and/or other assets (including cash and cash equivalents) relating to an ownership interest in any such securities, indebtedness, intellectual property or Guarantor Subsidiaries.

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • OpCo has the meaning set forth in the Preamble.

  • 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.

  • 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;

  • Blocker has the meaning set forth in the preamble.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • Foreign Holding Company means any Domestic Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries or other Foreign Holding Companies.

  • MLP has the meaning given such term in the introduction to this Agreement.

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

  • CFC Holding Company means each Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States federal income tax purposes and that has no material assets other than assets that consist (directly or indirectly through disregarded entities or partnerships) of Equity Interests or indebtedness (as determined for United States tax purposes) in one or more CFCs.

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

  • Stock Acquisition means the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

  • DCO means a derivatives clearing organization as defined in Section 1a(15) of the CEA that is registered with, or has been exempted from registration by, the CFTC and that provides clearing services with respect to any Swaps traded on the SEF or pursuant to the SEF Rules.