Newco I definition

Newco I has the meaning set forth in the recitals.
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Newco I has the meaning set forth in the preamble to this Agreement.
Sample 1
Newco I has borrowed certain amounts under the Original Loan Agreement in order to finance the acquisition of an equity ownership interest in Horizon Vision Center, Inc., a Nevada corporation. The Original Parties have agreed in ARTICLE VIII of the Contribution Agreement to certain exclusivity obligations and related terms and conditions. The Original Parties have agreed to hereby amend the Contribution Agreement to provide for: (a) the addition of Prime Refractive and Prime Management as parties to the Contribution Agreement, for only those purposes expressly stated in this Amendment; (b) the execution of a second Loan Agreement which shall create a replacement loan facility that replaces any and every obligation of Prime to advance additional money to any party under the Original Loan Agreement in respect of the Original Development Facility; and (c) the extension of certain provisions of the Contribution Agreement to specifically apply to, benefit, and/or bind Prime Refractive and/or Prime Management, as applicable. Statement of Agreement
Sample 1

Examples of Newco I in a sentence

  • Parent, Newco I, Newco II and the Holders of Exchangeable Shares agree and consent that the financial statements of Newco I and Newco II shall not be required to be audited.

  • Upon notice from Newco I of any event which requires Newco I to cause to be delivered shares of Parent Common Stock to any Holder of Exchangeable Shares, Parent shall similarly contribute to Newco I or otherwise deliver to Newco I the requisite shares of Parent Common Stock to be received by, and issued to the order of, the former Holder of the surrendered Exchangeable Shares, as Newco I shall direct.

  • Parent or Newco I, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Stock such amounts as Parent or Newco I, as applicable, is required to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded.

  • Newco II, at the request of Parent, Newco I or any ten Holders, shall call a meeting or meetings of the Holders of the Exchangeable Shares for the purpose of considering any proposed amendment or modification requiring approval pursuant hereto.

  • In the event of the exercise of the Liquidation Call Right by Newco I, each Holder shall be obligated to sell all the Exchangeable Shares held by the Holder to Newco I on the Liquidation Date upon transfer and payment by Newco I to the Holder of the Liquidation Call Purchase Price.

  • The Parties adopt this Agreement as a "Plan of Reorganization" of Newco I and the Company within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations.

  • Parent and Newco I hereby jointly and severally grant to the Holders the Automatic Exchange Right in accordance with the provisions of this Agreement.

  • Nothing contained herein shall limit the right of a Holder to exercise the Exchange Put Right directly with Parent if Newco I or Newco II does not carry out its respective obligations under the Exchangeable Share Provisions or this Agreement to complete a redemption, retraction, liquidation or purchase of Exchangeable Shares in accordance with the terms and provisions hereof or of the Exchangeable Share Provisions.

  • None of the Parent, Newco I and Newco II shall, for at least six (6) months following the Closing Date, cause or take any action, corporate or otherwise, to cause the dissolution, liquidation or termination of existence of either Newco I or Newco II.

  • If Newco I fails to complete a purchase as aforesaid or Parent is unable to cause Newco I to so complete, Parent shall deliver such Exchangeable Share Consideration to complete such purchase within the time period required pursuant to Section 5.7 hereof.


More Definitions of Newco I

Newco I contained in Section 4.6 with a reference instead to "Prime Refractive".
Sample 1
Newco I contained in Section 9.3 with a reference instead to "Prime Refractive, Newco I".
Sample 1
Newco I means Peppertree Acquisition Corp., a Delaware corporation and a ------- wholly-owned subsidiary of the Borrower.
Sample 1
Newco I has the meaning ascribed to it in the forepart of this Agreement.
Sample 1

Related to Newco I

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

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

  • Holdco has the meaning set forth in the Preamble.

  • Topco has the meaning set out in the Preamble;

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

  • MergerSub has the meaning set forth in the Preamble.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

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

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

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

  • LMC means Liberty Media Corporation, a Delaware corporation.

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

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

  • Public Company means any Person with a class or series of Voting Stock that is traded on a stock exchange or in the over-the-counter market.

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

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • New Company has the meaning given to it in Clause 21.3 of the Trust Deed;

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

  • Reorganized Company means the Company, as reorganized as of the Effective Date in accordance with the Reorganization Plan.

  • 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.”

  • OpCo has the meaning set forth in the Preamble.

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

  • MCC means Motor Control Centre;

  • UGC means University Grants Commission.

  • Blocker has the meaning set forth in the preamble.

  • Acquireco means 2620756 Ontario Inc., a wholly-owned subsidiary of the Corporation incorporated under the OBCA for the purpose of carrying out the Amalgamation.