Adient Shares definition

Adient Shares has the meaning set forth in the Separation and Distribution Agreement.
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Adient Shares means the ordinary shares, par value £0.01 per share, of Adient.
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Adient Shares has the meaning set forth in the Separation and Distribution Agreement. “Adjusted Company” has the meaning set forth in Section 9.02(c). “Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, Refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as re- ported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable re- coupment or other offset, and (c) any claim for Refund of Taxes previously paid. “Affiliate” has the meaning set forth in the Separation and Distribution Agree- ment. “Agreement” means this Tax Matters Agreement. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by Law to close in Ireland, the United States or the United Kingdom. “Check-the-Box Election” has the meaning set forth in Section 6.05(b). “Code” means the U.S. Internal Revenue Code of 1986, as amended. “Combined Return” means a consolidated, affiliated, combined, unitary, group or other similar Tax Return (including a Tax Return with respect to a profit and/or loss sharing group (e.g., UK group relief), group payment or similar group or fiscal unity) that actually in- cludes, by election or otherwise, one or more members of the Xxxxxxx Controls Group together with one or more members of the Adient Group (including, for the avoidance of doubt, any such Tax Return that is an Old Xxxxxxx Controls Federal Consolidated Income Tax Return). “Companies” or “Company” has the meaning set forth in the Preamble. “Compensatory Equity Interests” has the meaning set forth in Section 5.02. “Competent Authority Proceeding” means any proceeding pursuant to the mutual assistance or mutual agreement provisions of any tax treaty or any similar proceeding before any Competent Authority (or other body similar to a Competent Authority established pursuant to any tax treaty). “Distribution” means the distribution by Xxxxxxx Controls of all of the Jersey SpinCo Shares to holders of Xxxxxxx Controls common stock, which will be effected by way of a distribution in specie by Xxxxxxx Controls of the Adient Business to the holders of Xxxxxxx Con- trols common stock, through (a) the transfer to Adient, which will have been re-registered as a public limited company, of Xxxxxxx Controls’ entire legal and beneficial interest in the issued
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Examples of Adient Shares in a sentence

  • Notwithstanding anything to the contrary in this Section 4.02(a)(ii), the exercise price, the number of Xxxxxxx Controls Shares and Adient Shares subject to each Adjusted Xxxxxxx Controls Option and Adient Option, respectively, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code.

  • Notwithstanding anything to the contrary in this Section 4.02(b)(ii), the exercise price, the number of Xxxxxxx Controls Shares and Adient Shares subject to each Adjusted Xxxxxxx Controls Stock Appreciation Right and Adient Stock Appreciation Right, respectively, and the terms and conditions of exercise of such stock appreciation rights shall be determined in a manner consistent with the requirements of Section 409A of the Code.

  • Adient agrees to file Forms X-0, X-0, and S-8 registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the Adient Shares authorized for issuance under the Adient Equity Plan, as required pursuant to the Securities Act, before the date of issuance of any Adient Shares pursuant to the Adient Equity Plan.

  • In addition, in the case of any Xxxxxxx Controls Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of Xxxxxxx Controls Shares and Adient Shares subject to such option, and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

  • Adient agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Adient Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership in book-entry form of the Adient Shares then held by such holder.

  • Adient shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Adient Shares to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

  • None of Xxxxxxx Controls, Adient or the Agent will be required to guarantee any minimum sale price for the fractional Adient Shares sold in accordance with this Section 3.4(c).

  • Adient will not issue paper share certificates in respect of the Adient Shares.

  • Adient will not issue paper stock certificates in respect of the Adient Shares.

Related to Adient Shares

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Common Shares means the common shares in the capital of the Corporation;

  • Company Shares means the common shares in the capital of the Company;

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Payment Shares has the meaning set forth in Section 2.02;

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Newco Shares means the common shares in the capital of Newco;

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Relevant Shares means ordinary share capital of the Approved Entity that constitutes equity share capital or the equivalent (or depositary or other receipts representing the same) which is listed and admitted to trading on a Regulated Market.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Sold Shares shall have the meaning specified in Section 6.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.