Digital Spinoff definition

Digital Spinoff means collectively, any series or combination of contributions, distributions and/or other transfers by Nexstar Media of Digital Business Entities resulting in the ultimate distribution, directly or indirectly, of all of the Equity Interests of Digital Business Entities to the equity holders of Nexstar Media, so long as (i) no Default shall have occurred and be continuing immediately prior to and immediately after the consummation of such spinoff, (ii) after giving Pro Forma Effect to the consummation thereof and the incurrence and repayment of any Indebtedness incurred in connection therewith, the Consolidated Group Entities shall be in compliance with the Financial Covenant as of the end of the most recent Test Period unless waived by the Required Revolving Credit and Term A Lenders (as if such Digital Spinoff had occurred on the first day of such Test Period) and (iii) Nexstar Media shall have delivered to the Administrative Agent at least five Business Days prior to the consummation of such spinoff (or such lesser period agreed to by the Administrative Agent) a certificate of a Responsible Officer of Nexstar Media certifying as to the requirements of clauses (i) and (ii) preceding, together with all relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations demonstrating compliance with clause (ii) preceding.
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Related to Digital Spinoff

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • continental shelf means the continental shelf referred to in section 7 of the Territorial Waters Act, 1963 (Act No. 87 of 1963); (xxxviii)

  • Alloy means a metal consisting of a mixture of a basic metallic element and one or more metallic, or non-metallic, alloying elements.

  • SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent Group.

  • broadcasting station means a station in the broadcasting service.

  • Wireline means a cable containing one or more electrical conductors which is used to lower and raise logging tools in the well-bore.

  • IOSCO means the International Organisation of Securities Commissions.

  • Synchronous Optical Network (SONET means the optical interface standard that allows inter-networking of transmission products from multiple vendors. The base rate is 51.84 Mbps (“OC 1/STS 1”) and higher rates are direct multiples of the base rate, up to 13.22 Gbps.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Comcast means Comcast Corporation, a Pennsylvania corporation.

  • Integrated Digital Loop Carrier means a subscriber loop carrier system that is twenty-four (24) local Loop transmission paths combined into a 1.544 Mbps digital signal which integrates within the switch at a DS1 level.

  • AMC means Annual Maintenance Contract

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