Newco Parent definition

Newco Parent means a newly-formed entity organized under the laws of Luxembourg that will directly or indirectly own 100% of the equity interests of the Reorganized Parent and be treated as a corporation for tax purposes, as set forth in the Restructuring Transaction Steps.
Sample 1Sample 2Sample 3
Newco Parent is defined in the preamble hereto.
Sample 1Sample 2
Newco Parent has the meaning set forth in the second Recital.
Sample 1

Examples of Newco Parent in a sentence

  • Distributions (such as dividends) by Newco Parent prior to its liquidation would be subject to a 15% withholding tax, unless the domestic exemption or a reduction under an applicable treaty for the avoidance of double taxation would apply.

  • Contrary to this, if consequentialism is retained and dynamic consistency is dropped (Dow et al, 1990) asymmetric information is not necessary to generate trade (Halevy, 1998 Appendix B).

  • Furthermore, the Holder should own a shareholding in Newco Parent of at least 10% (or with an acquisition cost of at least EUR 1.2 million) for an uninterrupted period of at least twelve months.

  • Based on the estimated equity value of Newco Parent, the existing NOL carryforwards of the Skillsoft U.S. Tax Group are expected be significantly reduced or eliminated as a result of the attendant attribute reduction and the tax basis of the members of the Skillsoft U.S. Tax Group in their assets may be reduced.

  • Newco Parent (and its Luxembourg affiliates, if any) will be subject to Luxembourg taxes (including profit tax, which consists of a national corporate income tax (“CIT”) and a municipal business tax (“MBT”), as well as an annual net wealth tax (“NWT”)).

  • For this purpose, the number of Tranche A Warrants or Tranche B Warrants deemed exercised would be equal to the number of Tranche A Warrants or Tranche B Warrants that would entitle the Irish Holder to receive upon exercise the number of Newco Parent ordinary shares issued pursuant to the cashless exercise of the Tranche A Warrants or Tranche B Warrants.

  • Alternatively, it is possible that a cashless exercise of a Tranche A Warrant or Tranche B Warrant would be treated as an exchange in which a deemed distribution from Newco Parent could be recognized (potentially subject to 15% withholding tax).

  • Consequences to Holders of the Disposition of Newco Equity, Tranche A Warrants, Tranche B Warrants and New Second Out Term Loans The sale, redemption, or other disposition of the Newco Equity within six months after acquisition at a gain would constitute a taxable event for a non-Luxembourg Holder if such Holder owns a shareholding in Newco Parent of more than 10%.

  • If Newco Parent were to be treated as a PFIC, a U.S. Holder that does not make either an election to treat Newco Parent as a “qualified electing fund” (“QEF”) or a “mark-to-market” election with respect to the Newco Equity may be subject to certain adverse U.S. federal income tax consequences.

  • This theory has been used as a term in any new technology or start-up company that aims to change the fundamentals of the market or industry and change the way of competition (Christensen et al., 2018).


More Definitions of Newco Parent

Newco Parent means Xxxxx Divesture Parent, LLC, a Delaware limited liability company.
Sample 1
Newco Parent means NewCo (as such term is defined in the Transaction Agreement).
Sample 1
Newco Parent means [NewCo Corporation],2 a Delaware corporation.
Sample 1

Related to Newco Parent

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • 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.

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

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

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

  • Merger Sub has the meaning set forth in the Preamble.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Holdco has the meaning set forth in the Preamble.

  • 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.”

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

  • 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;

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

  • MergerSub has the meaning set forth in the Preamble.

  • Parent Parties has the meaning set forth in ARTICLE V.

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

  • ITC (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants with all information needed to prepare their Proposals.

  • CBI means Central Bureau of Investigation

  • CBC means the Collective Bargaining Committee

  • MergerCo has the meaning set forth in the Preamble.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Seller Parent has the meaning set forth in the Preamble.

  • Birth parent means the child's biological parent and, for purposes of adoptive placement, means

  • Common parent, as used in this provision, means that corporate entity that owns or controls an affiliated group

  • SSE means the Shanghai Stock Exchange.

  • Merger Sub II has the meaning set forth in the Preamble.