AS Separation definition

AS Separation means the distribution of all outstanding Equity Interests of AS Spinco held by Holdings and its Subsidiaries contemplated by clause (vi) of the definition of AS Separation Transactions.
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AS Separation is defined as defined in the Senior Credit Agreement, as amended, restated, supplemented, refinanced, waived or otherwise modified from time to time.
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AS Separation means the distribution of all outstanding shares of common stock of AS Spinco, ultimately to the holders of Capital II Preferred Stock, in the Internal Spin-Offs and the External Split-Off.
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Examples of AS Separation in a sentence

  • On the AS Separation Date, the assets and operations of the AS Business will be owned and conducted solely by the AS Subsidiaries (except to the extent such assets or operations are subject to the AS Separation Documents), and the AS Subsidiaries will not own any significant assets or conduct any significant operations not associated with the AS Business.

  • Within 20 days of the AS Separation Date, consummate a Qualifying IPO.

  • Permit the Total Secured Leverage Ratio as of the date of the first Qualifying IPO completed after the AS Separation Date (calculated on a Pro Forma Basis after giving effect to the AS Separation Transactions and such Qualifying IPO and the use of proceeds in connection therewith) to exceed the Total Secured Leverage Ratio as of the AS Separation Date prior to giving Pro Forma Effect to the AS Separation Transactions.

  • On the Sixth Amendment Effective Date, after giving effect to the transactions contemplated hereby to be consummated on such date, the Loan Parties, on a consolidated basis, are Solvent; and on the AS Separation Date, after giving effect to the AS Separation Transactions and the other transactions contemplated hereby to be consummated on such date, the Loan Parties, on a consolidated basis, will be Solvent.

  • On the Fourth Amendment Effective Date, after giving effect to the transactions contemplated hereby to be consummated on such date, the Loan Parties, on a consolidated basis, are Solvent; and on the AS Separation Date, after giving effect to the AS Separation Transactions and the other transactions contemplated hereby to be consummated on such date, the Loan Parties, on a consolidated basis, will be Solvent.

  • Except as provided in Article X, the obligations of the Parties under this Article III, or under any other provision of this Agreement relating to the AS Separation Transaction, shall terminate upon a determination by Capital, in its sole and absolute discretion, to terminate the AS Separation Transaction, as provided in Section 3.01(a).

  • On the Fifth Amendment Effective Date, after giving effect to the transactions contemplated hereby to be consummated on such date, the Loan Parties, on a consolidated basis, are Solvent; and on the AS Separation Date, after giving effect to the AS Separation Transactions and the other transactions contemplated hereby to be consummated on such date, the Loan Parties, on a consolidated basis, will be Solvent.

  • The Initial Net Working Capital Statement shall be prepared in accordance with the practices and methodologies applied in preparing the Example Statement of Net Working Capital and shall be based exclusively on the facts and circumstances as they existed as of 11:59 pm on the Distribution Date, provided that the effects of the AS Separation Transaction and any event, act, change in circumstances or similar development arising or occurring after the Distribution Date shall be disregarded.

  • Except as expressly set forth in any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and liability for the breach of any obligations contained herein or therein, shall survive the consummation of the AS Separation Transaction and shall remain in full force and effect.

  • In connection with the AS Separation Transaction, certain telecommunications agreements will be separated into two separate agreements covering each of the Availability Group and the SDS Group on a separate basis.

Related to AS Separation

  • Separation shall have the meaning set forth in the Recitals.

  • CIC means the Construction Industry Council.

  • Separation Date has the meaning set forth in the Separation Agreement.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Separation Plan means the Company’s Separation Plan Amended and Restated Effective August 13, 2006, as may be amended from time to time or any successor plan, program, arrangement or agreement thereto.

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • Secondment means temporary employment of staff by a beneficiary with the right for the staff to return to the previous employer;

  • Executive Severance Plan means the Company’s Senior Executive Employee Severance Pay Plan, as in effect from time to time.

  • Contract Start Date means the date specified in your Contract for Signature asthe date this Contract starts;

  • Start Date for Term Calculation Purposes Only: Regardless of actual award/effective date of Contract, for Agreement “term” calculation purposes only, the Agreement “start date” is the last day of the month that Award Notifications are anticipated as published in the Solicitation. Example: If the anticipated award date published in the Solicitation is August 27, 2020 but extended negotiations delay award until September 24, 2020 the end date of the resulting initial “two-year” term Agreement, (which is subject to an extension(s)) will still be August 31, 2022 in this example

  • Severance Period means the period of time commencing on the date of the first occurrence of a Change in Control and continuing until the earlier of (i) the second anniversary of the occurrence of the Change in Control and (ii) the Executive’s death.

  • Marine terminal means a public or private commercial wharf

  • Transition Period means the period beginning with the Registration Date and ending as of the earlier of: (i) the date of the first annual meeting of stockholders of the Company at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Registration Date occurs; and (ii) the expiration of the “reliance period” under Treasury Regulation Section 1.162-27(f)(2).

  • Service Start Date means the date on which services were first supplied under this Agreement.

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

  • Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

  • Prior Employment Agreement has the meaning set forth in the recitals hereto.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Separation Benefits has the meaning accorded such term in Section 3.04.

  • Severance Date means the date on which an Executive incurs a Severance, which shall be the date of termination as determined under Section 5.2.

  • NIC means the National-Interstate Council of State Boards of Cosmetology, Inc.

  • Employment means any occupation, vocation or employment, or any form of vocational or educational training. Provided, however, that "employment" shall not, for the purposes of this article, include membership in any law enforcement agency.