Newco Subsidiaries definition

Newco Subsidiaries mean all Subsidiaries of Newco after giving effect to the transactions contemplated hereby.
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Newco Subsidiaries means any Persons to be newly formed in connection with the Pre-Closing Transactions.
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Newco Subsidiaries means any Persons to be newly formed in connection with the Pre-Closing Transactions to hold assets of the Motors Business.
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Examples of Newco Subsidiaries in a sentence

  • As of the Closing, Transferor shall take such steps as may be necessary so that all tangible and intangible assets, excluding any assets leased or licensed from a third party, used in, and material to, the operation of the Facilities as they are currently being operated by the Facility Owners (as further described below, the “Owned Assets”) will be owned by Newco or the Newco Subsidiaries (as the case may be) free of all Liens, other than Permitted Exceptions.

  • Newco agrees that it will maintain, and cause each of the Newco Subsidiaries to maintain, all of the books and records relating to Enovation and the Newco Subsidiaries that are included in the Assets for a period of seven (7) years after the Effective Time.

  • The Parties hereto shall use commercially reasonable efforts to cooperate with any other Party hereto to determine whether, in lieu of any contribution of the Contributed Assets to Newco, certain Contributed Assets should be contributed directly to certain Newco Subsidiaries.

  • The intent is to ensure that the TMD has the opportunity to provide leadership to the TPM and partner with them in setting goals e.

  • Liens on Newco Assets and capital stock of the Newco Subsidiaries, in each case, arising pursuant to the Credit Agreement, dated as of February 18, 1998, among Selfcare Consumer Products, Inc., Selfcare, Inc., and Chase Manhattan Bank as Agent for the Lenders thereunder, as amended, shall have been released, and there shall not be any Liens on Newco Assets and such capital stock imposed in connection with the financing contemplated by Section 7.02(g) of the Merger Agreement.

  • Each of Thistle BV, DirectorCo, the Newco Services Company and the Newco Subsidiaries shall continue without interruption until it is dissolved or terminated in accordance with this Agreement.

  • Fire Suppression/Storage Tank Permits are based on fees listed below, plus $1.00 state surcharge.

  • The parties agree that the joint venture will be implemented through Thistle BV and separate Subsidiaries (as defined below) of Thistle BV organized or incorporated in the United States (as defined below), England and, if necessary or appropriate, elsewhere (the "Newco Subsidiaries").

  • BT or its Affiliate shall have received share certificates or other evidences of its interests in DirectorCo, the Newco Services Company and the Newco Subsidiaries as described in Schedule 2.2 and shall have been satisfied that such shares and other equity interests have been validly issued and, in the case of shares, fully paid and non-assessable, free and clear of all Liens.

  • AT&T or its Affiliate shall have received share certificates or other evidences of its interests in DirectorCo, the Newco Services Company and the Newco Subsidiaries as described in Schedule 2.2 and shall have been satisfied that such shares and other equity interests have been validly issued and, in the case of shares, fully paid and non-assessable, free and clear of all Liens.


More Definitions of Newco Subsidiaries

Newco Subsidiaries has the meaning set forth in the Transaction Agreement.
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Newco Subsidiaries means the Subsidiaries of Newco.
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Newco Subsidiaries means any Persons to be newly formed in
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Related to Newco Subsidiaries

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • PRC Subsidiaries means all Company Subsidiaries organized under the Laws of the PRC.

  • Excluded Subsidiaries means any Subsidiary of the Parent that is: (a) listed on Schedule 1.02(b) as of the Effective Date and any Restricted Subsidiary of such Subsidiary; (b) (i) a Foreign Subsidiary (other than a UK Subsidiary), (ii) a CFC or a CFC Holding Company or a Domestic Subsidiary or a UK Subsidiary of a CFC or a CFC Holding Company, (iii) a Foreign Subsidiary of a US Loan Party, or (iv) any other Subsidiary with respect to which a guarantee could result in adverse tax consequences to the Borrower, the Parent or any Subsidiary of the Parent (as reasonably determined by the Borrower), (c) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares); (d) an Immaterial Subsidiary; (e) an Unrestricted Subsidiary; (f) a Captive Insurance Subsidiary or other special purpose entity; (g) not-for-profit Subsidiary; (h) prohibited by applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Effective Date or at the time such Subsidiary became a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary); provided that each such Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained; (i) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Secured Obligations outweigh the benefits to the Lenders; (j) a Restricted Subsidiary acquired pursuant to an Acquisition financed with secured Indebtedness permitted to be incurred under Section 6.01 and each Restricted Subsidiary that is a Subsidiary thereof to the extent such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (j) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to Guarantee such secured Indebtedness or such prohibition no longer exists, as applicable; (k) a Securitization Subsidiary; or (l) a Subsidiary that does not have the legal capacity to provide a guarantee of the Secured Obligations (provided that the lack of such legal capacity does not arise from any action or omission of Borrower or any other Loan Party), in each case other than any Electing Guarantor for so long as such entity is an Electing Guarantor.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Canadian Subsidiaries means the Subsidiaries (other than the Canadian Parent) organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Group Companies means the Company and its Subsidiaries.

  • Principal Subsidiaries means any subsidiary of the Guarantor whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a subsidiary which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, is at least 20 per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary of the Guarantor or to the Guarantor itself (the “transferee”) then:

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Parent Subsidiary means any Subsidiary of Parent.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Domestic business entity means a corporation, as defined in s. 180.0103 (5), a domestic limited liability company, a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).