FSV Holdco definition

FSV Holdco means FSV Holdco ULC, an unlimited liability company governed by the Business Corporations Act (British Columbia);
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Examples of FSV Holdco in a sentence

  • New FSV will be deemed to be recorded as the registered holder of all common shares in the capital of FSV Holdco on the register of holders of common shares in the capital of FSV Holdco and will be deemed to be the legal and beneficial owner thereof.

  • If, immediately prior to the Reorganization Time, legal title to any New FSV Asset transferred hereunder is held by any other Person as bare trustee, agent, nominee or similar arrangement for FirstService, FirstService shall take all actions necessary to ensure that, from and after the Reorganization Time, such Person shall hold legal title to such New FSV Assets as bare trustee, agent and nominee for FSV Holdco.

  • Effective immediately after the Reorganization Time but prior to the Effective Time, FirstService and FSV Holdco shall cause the InterCompany Accounts (other than the FSV Holdco Note) owing between them and/or between those Persons operating any aspect of the Separated Businesses and those Persons operating any aspect of the Colliers Businesses to be consolidated and settled.

  • The Parties acknowledge that each of FSV Holdco and its Affiliates, on the one hand, and FirstService or any Affiliate of FirstService, on the other hand, are both currently represented by legal counsel retained by FirstService in connection with the preparation and finalization of this Agreement.

  • Notwithstanding the foregoing, the New FSV Assets shall be transferred to FSV Holdco in accordance with Section 2.3 herein, free and clear of all financial encumbrances relating to FirstService indebtedness to third parties in respect of loans made by such third parties to FirstService.

  • The Parties acknowledge and agree that the Spin-off is intended to result in FSV Holdco (or, after the Effective Time, New FSV) and its Affiliates operating the Separated Businesses, owning the New FSV Assets and assuming or being responsible for the New FSV Liabilities, and FirstService (or, after the Effective Time, Colliers) and its Affiliates operating the Colliers Businesses, owning the Colliers Assets and remaining responsible for the Colliers Liabilities.

  • Any net InterCompany Accounts owing between any of the foregoing Persons after the consolidation and settlement shall then be settled by way of a non-cash distribution by FSV Holdco to FirstService as a return of capital and, if and to the extent necessary, a series of non-cash dividends.

  • Each of FSV Holdco (on behalf of itself and its Affiliates), on the one hand, and FirstService (on behalf of itself and its Affiliates), on the other hand, waives any conflict with respect to such common representation that may arise before, at or after the date of this Agreement.

  • FirstService shall use reasonable commercial efforts to assist FSV Holdco in: (a) obtaining separate Insurance Arrangements; and (b) enforcing its rights and receiving benefits and privileges under Current Insurance Arrangements relating to Insured Claims arising prior to the completion of the Arrangement or arising after the completion of the Arrangement but relating to the period prior to the completion of the Arrangement.

  • In furtherance of the foregoing, neither FSV Holdco nor any Affiliate of FSV Holdco shall be entitled to participate in the defense of, or share in any proceeds, settlements, judgments or awards resulting from, nor shall it bear any responsibility with respect to any costs, expenses or Liabilities associated with any Colliers Litigation.

Related to FSV Holdco

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

  • Holdco has the meaning set forth in the Preamble.

  • US Holdco means, notwithstanding anything in the Indenture to the contrary, Brookfield Infrastructure US Holdings I Corporation; and

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

  • 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.

  • Topco has the meaning set out in the Preamble;

  • 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.

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

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

  • OpCo has the meaning set forth in the Preamble.

  • Intermediate Holdco as defined in the preamble to this Agreement.

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

  • 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.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • 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.

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • 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.

  • Intermediate Parent means any Subsidiary of Holdings and of which the Borrower is a subsidiary.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds 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 any such 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, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.