Desert Newco definition

Desert Newco is defined in the Recitals of this Agreement.
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Desert Newco means Desert Newco, LLC, a Delaware limited liability company.
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Examples of Desert Newco in a sentence

  • As sole managing member, we have all voting power in, and control the management of, Desert Newco.

  • Each Underwriter severally covenants with the Company and Desert Newco not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

  • As a result, we consolidate Desert Newco’s financial results and report a non-controlling interest representing the economic interest held by the other members of Desert Newco.

  • Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Desert Newco, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes.

  • We were incorporated on May 28, 2014 for the purpose of facilitating an IPO and other related organizational transactions, completed on April 7, 2015 , in order to operate and control all of the business and affairs of Desert Newco.

  • The shares reserved for issuance under the 2015 Plan also included up to 28,133 shares rolled over from the Desert Newco, LLC 2011 Unit Incentive Plan (the 2011 Unit Incentive Plan) and from certain other option plans assumed in connection with acquisitions.

  • No shares of Class B Common Stock may be issued except to a holder of LLC Units (as defined below) (other than the Corporation, Desert Newco, LLC, GD Subsidiary Inc.

  • If Desert Newco makes such distributions to us, the other holders of LLC Units will be entitled to receive pro rata distributions.

  • If, however, we decide to pay a dividend in the future, we would need to cause Desert Newco to make distributions to us in an amount sufficient to cover such dividend.

  • The Agreement is in English and all communications issued under, or in connection with, the Agreement will be in English.

Related to Desert Newco

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

  • Reorganized Company means the Company, as reorganized pursuant to and under the Plan, on and after the Effective Date, or any successor or assign thereof.

  • New Company has the meaning given to it in Clause 21.3 of the Trust Deed;

  • EBS means Electronic Bid Submission.

  • 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.

  • GVWR means gross vehicle weight rating.

  • existing company means a company formed and registered under any of the previous companies laws…”

  • Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • MergerSub has the meaning set forth in the Preamble.

  • Operating Partnership has the meaning set forth in the preamble.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Surviving Company has the meaning set forth in Section 2.1.

  • Holdco has the meaning set forth in the Preamble.

  • DH means District Hospital;

  • MergerCo has the meaning set forth in the Preamble.

  • GP means Gottbetter & Partners, LLP.

  • MCH means the Maternal and Child Health Service provided by a council to support the health and development of children within the municipality from birth until school age

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

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

  • Surviving Entity has the meaning set forth in Section 2.1.

  • General partnership means an organization formed under chapters 45-13 through 45-21.

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.

  • Constituent Company means an existing company that is participating in a merger or consolidation with one or more other existing companies;

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

  • Reorganized means, with respect to the Debtors, any Debtor or any successor thereto, by merger, consolidation or otherwise, on or after the Effective Date.