Newco Contribution definition

Newco Contribution means the contribution by a subsidiary of Remainco of the assets set forth in Exhibit C in exchange (to the extent provided in the relevant capitalization agreement) for all of the outstanding preferred stock of Newco (“Newco Preferred Stock”) and the outstanding common stock of Newco (“Newco Common Stock”);

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Newco Contribution shall have the meaning set forth in the Distribution Agreement.

Newco Contribution has the meaning assigned in the Recitals.

Examples of Newco Contribution in a sentence

• Notwithstanding anything to the contrary contained in this Agreement, no Newco Contribution Losses will be allocated to a member of the New News Corporation Group.

• H▇▇▇▇▇ shall have received the opinion of S▇▇▇▇▇▇▇ & C▇▇▇▇▇▇▇ LLP, counsel to H▇▇▇▇▇, dated the Closing Date, to the effect that the contribution of the Contributed Assets by H▇▇▇▇▇ to Newco in exchange for the Newco Contribution Shares pursuant to the Contribution Transaction and the exchange of shares of Stratex Common Stock for Class A Common Stock pursuant to the Merger, taken together, will be treated for federal income tax purposes as a transaction described in Section 351 of the Code.

• It is intended that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the Newco Contribution will qualify as a tax-free transfer pursuant to Section 721 of the Code.

• In consideration for the Newco Contribution, Newco OP shall issue to Newco at the Closing 44,399,444 Newco OP Units.

• As part of the Newco Contribution, Newco shall irrevocably assume and shall agree to pay, perform and discharge when due the Assumed Liabilities that relate to the conduct, ownership or operation of the Business in the United States (the “U.S. Assumed Liabilities”), other than the RMT Debt.

More Definitions of Newco Contribution

Newco Contribution has the meaning set forth in the RMT Transaction Agreement.

Newco Contribution has the meaning set forth in the recitals to this Agreement.

Newco Contribution means the transfer by Weyerhaeuser to Newco of certain of Weyerhaeuser’s U.S. fine paper and related assets in exchange for the issuance of additional limited liability company interests of Newco to Weyerhaeuser and the assumption by Newco of certain of Weyerhaeuser’s U.S. fine paper and related liabilities;

Newco Contribution has the meaning set forth in the recitals.

Newco Contribution means the Transfer of Assets from Everest to Newco and the Assumption of Liabilities by Newco from Everest pursuant to the Internal Restructuring or otherwise arising out of or resulting from the transactions contemplated by this Agreement.

Newco Contribution means the transfer, directly or indirectly, of the A&S Assets from the Fox Group to the Newco Group and the assumption of the A&S Liabilities by the Newco Group, in each case, relating to, arising out of or resulting from the transactions contemplated by this Agreement (including as set forth in Section 1.1, Section 1.2, Section 1.8(c) and Section 1.9).

Newco Contribution shall have the meaning assigned thereto in Section 4.1(a).