Spinoff Documents definition

Spinoff Documents means (i) the Proxy Statement, (ii) the Registration Statement of OMNOVA on Form 10, including all amendments thereto, initially filed on July 9, 1999 with the Securities and Exchange Commission, and (iii) all other documentation (including all schedules and exhibits thereto) relating to the Spinoff, including without limitation the Employee Matters Agreement, the Transition Services Agreement and the Tax Matters Agreement.

Spinoff Documents means all of the agreements and other documents entered into in connection with the Spinoff as contemplated hereby, including, without limitation, this Agreement and the Ancillary Agreements.

Spinoff Documents means the Contracts previously executed or to be executed by the Company and EIS in accordance with Section 8.17 in the forms attached hereto as Exhibit C.

Examples of Spinoff Documents in a sentence

• Concurrently with or prior to the Closing Date, the Company shall have entered into the Spin-off Documents, in each case, consistent in all material respects with the terms described in the Time of Sale Information and the Offering Memorandum and the Representative shall have received conformed counterparts thereof.

• The Spin-off Documents have been duly authorized, executed and delivered by the Company and each constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles.

• The Spin-off Documents have been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles.

• Upon the termination of the Business Combination Agreement, each of the Spin-off Documents terminated automatically in accordance with their respective terms.

• Amend, modify or change in any manner any term or condition of any of the Line of Business Transfer Documents or any of the Spinoff Documents (i) so that the terms and conditions thereof are less favorable to the Agent and the Lenders than the terms and conditions of such documents as of the Closing Date, or (ii) that may be reasonably likely to result in a Material Adverse Effect.

More Definitions of Spinoff Documents

Spinoff Documents means, collectively, (i) the Form 10, (ii) the Private Letter Ruling, (iii) the Separation and Distribution Agreement, (iv) the Tax Sharing and Indemnification Agreement, (v) the Interim Services Agreement, entered into in connection with the Spinoff, between ALT and TTI, (vi) the Employee Benefits Agreement, entered into in connection with the Spinoff, between ALT and TTI, (vii) the Trademark License Agreement, entered into in connection with the Spinoff, among TII Holdings, LLC and TTI, and (viii) and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

Spinoff Documents means the Form 10 registration statement relating to the Spinoff filed by DSS Inc. with the Securities and Exchange

Spinoff Documents means the Form 10 registration statement relating to the Spinoff filed by DSS Inc. with the Securities and Exchange Commission (along with all amendments and supplements thereto) to effect the registration of the shares in DSS Inc. pursuant to the Exchange Act, the Transaction Agreement, the Transitional Agreements (as defined in the Transaction Agreement), and the Information Statement (as defined in the Transaction Agreement).

Spinoff Documents means (i) the Separation and Distribution Agreement with Technip Energies dated as of January 7, 2021; (ii) the Share Purchase Agreement with Bpifrance Participations SA (“BPI”) dated as of January 7, 2021, the Relationship Agreement with Technip Energies and BPI dated as of January 7, 2021, (iii) the Commitment Letter with JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., DNB Capital, LLC, Société Générale, Sumitomo Mitsui Banking Corporation, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Bank of America, N.A., BofA Securities, Inc., Standard Chartered Bank and The Northern Trust Company, and certain of their affiliates, dated as of January 7, 2021, providing for a

Spinoff Documents means (i) the Separation and Distribution Agreement with Technip Energies dated as of January 7, 2021; (ii) the Share Purchase Agreement with Bpifrance Participations SA (“BPI”) dated as of January 7, 2021, the Relationship Agreement with Technip Energies and BPI dated as of January 7, 2021, (iii) the Commitment Letter with JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., DNB Capital, LLC, Société Générale, Sumitomo Mitsui Banking Corporation, Wexxx Xargo Bank, National Association, Wexxx Xargo Securities, LLC, Bank of America, N.A., BofA Securities, Inc., Standard Chartered Bank and The Northern Trust Company, and certain of their affiliates, dated as of January 7, 2021, providing for a $1,000.0 million first lien senior secured revolving credit facility and an $850.0 million second lien senior secured bridge loan facility and (iv) the other documents and agreements entered, or to be entered, into in connection with the Spinoff and the Transactions, and in each case of clauses (i) through (iv), as further described in the Offering Memorandum.

Spinoff Documents means the Spinoff Distribution Agreement, the Spinoff Employee Benefits Agreement, the Spinoff Registration Statement, the Spinoff Tax Allocation Agreement and the Spinoff Tax Indemnification Agreement and all other agreements and documents relating to the Spinoff.

Spinoff Documents means the Distribution Agreement effecting the Spinoff, the Transition Services Agreement, the Tax Sharing Agreement, the Joint Defense Agreement, and all other documents or instruments executed pursuant thereto or in connection therewith, together with all amendments, modifications, supplements, or restatements thereof each of which is in form and upon terms satisfactory to Administrative Agent. SUBFACILITIES means, collectively, the LC Subfacility and the Swing Line Subfacility; SUBFACILITY means, any of the LC Subfacility or the Swing Line Subfacility. SUBSIDIARY of any Person means (a) any entity of which an aggregate of more than 50% (in number of votes) of the stock is owned of record or beneficially, directly or indirectly, by such Person, or (b) any partnership (limited or general) of which such Person shall at any time be the general partner or own more than 50% of the issued and outstanding partnership interests.