Newco Brazil definition

Newco Brazil means PTx Trimble Agricultura Ltda., a limited liability company to be formed prior to the Deferred Brazil Closing and effective as of the Closing by the Company as a direct wholly owned Subsidiary under the laws of Brazil.
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Newco Brazil means a company to be organized under the laws of Brazil.
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Newco Brazil means Sorin Diagnostics (Do Brasil) Ltda., a Brazilian company to which Sorin Brazil will transfer, prior to the Closing Date, its In Vitro Business, described as of November 30, 1996 by the assets and liabilities listed in Exhibit 9 and the contracts listed in Schedule A to Exhibit 9.
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Examples of Newco Brazil in a sentence

  • Consistent with the foregoing, each Asset Seller shall, and Sellers shall cause Viskase Brazil and Newco Brazil to, use its commercially reasonable efforts consistent with good business practice to preserve the goodwill of the suppliers, contractors, licensors, employees, customers and distributors of the Business.

  • Buyer acknowledges and agrees that no person has any right to require Sellers to cause the registration of any of the Newco Brazil Shares.

  • Notwithstanding anything to the contrary in this Section 8.1, before the Deferred Brazil Closing, the Company shall, or shall cause Newco Brazil to, notify all Brazil Employees other than any Brazil Employee who is a Secondment Employee (the “Brazil Transferred Employees”), about their transfer to Newco Brazil, in accordance with the terms set forth in Section 8.1(h) below.

  • The certificates representing the Newco Brazil Shares shall contain a legend to such effect.

  • Brazil Transferred Employees shall commence employment as Employees of Newco Brazil immediately following the Deferred Brazil Closing (or such later date as may be required by applicable Law or otherwise agreed upon by Trimble and the Company), regardless of any eventual leave of absence at the time of the Deferred Brazil Closing.

  • Buyer agrees and understands that the Newco Brazil Shares have not been, and will not be, registered under the securities laws of any state or country and that the Newco Brazil Shares may be sold or disposed of only in one or more transactions registered under applicable securities laws or as to which an exemption from the registration requirements of applicable securities laws is available.

  • Xxxxxxx Purina do Brasil, LTDA, a ------------------------ Brazilian corporation, shall form a new wholly-owned subsidiary, Newco Brazil, and shall contribute all of the assets and certain liabilities associated with its ownership and operation of the Agribusiness to Newco Brazil.

  • Each of the Companies has (and, as of the Closing, Newco Brazil will have) the corporate power and corporate authority to own or lease and operate its assets and to carry on the Business in the manner that it was conducted immediately prior to the date of this Agreement.

  • Sellers and Buyer agree -------------------------- that Buyer may, in its discretion, make any election under Section 338 of the Code or under any applicable similar provision of state or foreign law with respect to Newco Brazil.

  • Buyer and Sellers agree that, with respect to any transaction described in clause (II) of the preceding sentence, Newco Brazil and all persons related to Newco Brazil under Section 267(b) of the Code immediately after the Closing shall treat the transaction for all federal income Tax purposes (in accordance with Treas.

Related to Newco Brazil

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

  • Portugal means the territory of the Portuguese Republic situated in the European Continent, the Archipelagoes of Azores and Madeira, the respective territorial sea and any other zone in which, according to Portuguese and International Law, the Portuguese Republic has:

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

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • 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 immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Company; 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 (disregarding de minimis holdings by initial subscribers, if applicable); (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 Company; (iv) all Subsidiaries of the Company immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Company) are Subsidiaries of the Company (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Company (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 Company immediately prior to the Scheme of Arrangement.

  • 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.”

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Target Companies means the Target and its Subsidiaries.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Acquired Entities means the Company and the Acquired Subsidiaries.

  • Italy means the Italian Republic and includes any area beyond the territorial waters which is designated as an area within which Italy, in compliance with its legislation and in conformity with the International Law, exercises sovereign rights in respect of the exploration and exploitation of the natural resources of the seabed, the subsoil and the superjacent waters;

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Minority Owned Business Enterprise or "MBE" means a firm awarded certification as a minority owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a minority owned and controlled business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Women Owned Business Enterprise or "WBE" means a firm awarded certification as a women owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a women owned business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • 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.

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

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • VIE of any Person means any entity that controls, is controlled by, or is under common control with such Person and is deemed to be a variable interest entity consolidated with such Person for purposes of U.S. GAAP. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

  • OPC has the meaning specified in the recital of parties to this Agreement.

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

  • JV means Joint Ventures

  • Target Group means the Target and its Subsidiaries.

  • SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that SpinCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute SpinCo Software or SpinCo Technology:

  • Honeywell has the meaning set forth in the preamble.