Contemplated Spinoff definition

Contemplated Spinoff means the contemplated distribution or disposal of the Spinoff Assets, by way of either:

Examples of Contemplated Spinoff in a sentence

  • The Issuer shall procure that the Contemplated Spinoff is completed not later than 18 May 2018.

  • None of the Issuer or any Guarantor shall, and each of them shall procure that no Group Company will, sell or otherwise dispose of any shares in any Group Company or of any substantial assets (including but not limited to material intellectual property rights) or operations to any person not being the Issuer or any of its wholly-owned Group Companies, except for the Contemplated Spinoff.

Related to Contemplated Spinoff

  • Contemplated Transactions all of the transactions contemplated by this Agreement, including:

  • Consummation means the occurrence of the Effective Date.

  • Transactions means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit under this Agreement.

  • Related Agreements shall have the meaning specified in the recitals to the Administration Agreement.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Seller Documents has the meaning set forth in Section 3.2.

  • Buyer Documents has the meaning set forth in Section 5.2.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Ancillary Agreements means the Xxxx of Sale and Assignment and Assumption Agreement, the Deeds, the Assignments of Leased Properties, the Assignments of Intellectual Property and any other instrument or agreement contemplated by this Agreement or the foregoing.

  • Merger has the meaning set forth in the Recitals.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Separation Transactions has the meaning set forth in the Separation and Distribution Agreement.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Transaction means the transactions contemplated by this Agreement.

  • Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.