Newco Assets definition

Newco Assets shall have the meaning set forth in Section 2.2(a).
Newco Assets means the assets, properties and rights of the Newco Companies after giving effect to the Contemplated Transactions described in or contemplated by the Distribution Agreement.
Newco Assets means:

Examples of Newco Assets in a sentence

  • After giving effect to the Contemplated Transactions contemplated by the Distribution Agreement, the Newco Companies will have good and valid title to, or valid leasehold interest in or license to, all of the material Newco Assets.

  • There are no Encumbrances for material Taxes upon any of the Newco Assets except Permitted Encumbrances.

  • Where any of the Luodian Newco Assets cannot be disposed of pursuant to the transfer of shareholding interests in Luodian Newco after the de-merger of Luodian Co, all of the Luodian Newco Assets shall be disposed of by way of direct asset transfer.

  • Upon completion of the transfer of 72.63% interest in Luodian Newco, the Company will no longer have any interests in Luodian Newco or the Luodian Newco Assets and Luodian Newco will cease to be a subsidiary of the Company.

  • In the event that there is a direct asset transfer of the Luodian Newco Assets instead of the transfer of 72.63% interest in Luodian Newco, the above mentioned Loan in the net amount of RMB661,242,971 needs to be repaid by the transferee of the Luodian Newco Assets, and any deficit in payment by such transferee shall be repaid by SREI and/or its subsidiaries.


More Definitions of Newco Assets

Newco Assets has the meaning given to such term in the Contribution and Distribution Agreement.
Newco Assets means, in the event that there is no Acceptable Package 2 Purchaser at the conclusion of the Sale Process, the Package 2 Assets and cash in an amount to be determined by the Required Supporting Lenders; provided, that assets otherwise required for the consummation of the Plan, including Cash held in the Sale Reserve Account or the Claims Reserve Account, shall not be transferred to Newco.
Newco Assets means all Assets of the Newco Group as determined pursuant to Article II.
Newco Assets means, without duplication:
Newco Assets has the meaning set forth in Section 3.2(e) (Shares of the Target Companies);
Newco Assets means all Assets of the Company as of the Closing Date, including all cash of the Company (after giving effect to the transactions contemplated by clause (i) of Section 2.3(b) and Section 2.3(c)) not used to pay Merger Consideration (as defined in the Merger Agreement), cash out Company Options (as defined in the Merger Agreement) or make payments in respect of Appraisal Shares (as defined in the Merger Agreement) (calculated for this purpose to equal the Merger Consideration which would have otherwise been payable in respect of such Appraisal Shares) other than (a) the Retained Assets and (b) the LJR Assets. By virtue of acquiring the Newco Assets pursuant to this Agreement, after the Closing, Newco will directly or indirectly own all of the capital stock of the Newco Entities and the Assets of such entities, including the Newco Proprietary Name Rights, and such Assets of the Newco Entities will be considered Newco Assets for purposes of this Agreement; provided, that for purposes of the definition of Newco Adverse Effect and Sections 6.4(a), 6.6(b), 6.6(f) and 6.6(h), Newco Assets shall be deemed to include any Asset held by Instinet or any of its Subsidiaries that is of a type that if held by the Company on the Closing Date would constitute a Newco Asset.
Newco Assets. (a) the capital stock of the Managed Care Companies; (b) all assets of UWS used in connection with the management and operational services performed by UWS for the operations of the Managed Care Companies including all trademarks and tradenames related solely to products sold by the Managed Care Companies; and (c) cash and investments as set forth on the Final Balance Sheet.