Holdco has the meaning set forth in the Preamble.
CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.
US Holdco means, notwithstanding anything in the Indenture to the contrary, Brookfield Infrastructure US Holdings I Corporation; and
Topco has the meaning set out in the Preamble;
Acquisition Subsidiary has the meaning specified in Section 7.14.
New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.
Newco has the meaning set forth in the first paragraph of this Agreement.
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.
Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;
Acquisition Sub shall have the meaning set forth in the Preamble.
Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.
Capital Stock Sale Proceeds means the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or the Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, initial purchasers’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and net of taxes paid or payable as a result thereof.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
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;
MLP has the meaning given such term in the introduction to this Agreement.
Callco has the meaning ascribed thereto in the introductory paragraph;
OpCo has the meaning set forth in the Preamble.
Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.
Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.
MergerSub has the meaning set forth in the Preamble.
Indirect holdings means all securities of a company that are held in an account or fund, including a mutual fund, that is managed by one or more persons who are not employed by the state treasurer or a retirement system, if the state treasurer or retirement system owns shares or interests either:
Merger Sub II has the meaning set forth in the Preamble.
MergerCo has the meaning set forth in the Preamble.
Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.