Gaming Holdco definition

Gaming Holdco shall have the meaning set forth in the Preamble. “Governmental Authority” has the meaning set forth in the Separation Agreement. “Group” means the Remainco Group or the Spinco Group, or both, as the context requires. “Group Relief” means any Relief, allowance or other amount eligible for surrender by way of group relief in accordance with the provisions contained in Part 5 and Part 5A of Corporation Tax Act 2010 of the United Kingdom, or any corresponding unitary or consolidation relief outside the United Kingdom having similar effect. “Income Tax Returns” means all Tax Returns that relate to Income Taxes. “Income Taxes” means: (a) all Taxes based upon, measured by, or calculated with respect to (i) net income or profits (including, any capital gains, corporation, minimum tax or any Tax on items of tax preference, but not including sales, use, real, or personal property, gross or net receipts, value added, excise, leasing, transfer or similar Taxes), or (ii) multiple bases (including, corporate franchise, doing business and occupation Taxes) if one or more bases upon which such Tax is
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Gaming Holdco shall have the meaning set forth in the Preamble. “Governmental Authority” shall have the meaning set forth in the Separation Agreement. “Group” shall have the meaning set forth in the Separation Agreement. “HR Data Migration” shall have the meaning set forth in Section 2.5.
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Gaming Holdco shall have the meaning set forth in the Preamble. “Landlord” means the third-party landlord, sublandlord or licensor under a Lease, and its successors and assigns, and includes the holder of any other interest which is superior to the interest of the landlord, sublandlord or licensor under such Lease. “Law” shall have the meaning set forth in the Separation Agreement. “Lease” means, in relation to each Leased Property or Subleased Property, the lease, sublease or license under which the applicable Asset Transferor has the right to occupy or use such Leased Property and any other supplemental document completed prior to the Actual Completion Date. “Lease Assignment Forms” means the forms of Lease assignment reasonably agreed to by the Parties, acting in good faith. “Lease Consents” means, as applicable, all Consents required from the Landlords under the Relevant Leases to (a) assign the Relevant Leases to applicable Spinco Asset Transferees or to applicable Remainco Asset Transferees, (b) sublease or license a Subleased Property to an
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Examples of Gaming Holdco in a sentence

  • All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows: If to the Company, to: AP Gaming Holdco, Inc.

  • As soon as reasonably practicable following the Effective Date, Executive shall be granted (a) an option (the “Time-Based Option”) to purchase 75,000 shares of class B non-voting common stock of AP Gaming Holdco, Inc.

  • All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally recognized overnight courier, by telecopy, or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows: If to the Company, to: AP Gaming Holdco, Inc.

  • Immediately following the Second Step Merger Effective Time (other than to the extent that the Remainco Note has been paid in full or in part directly with the proceeds of the Financing), Merger Partner shall cause Gaming Holdco to pay to Remainco an amount equal to the Cash Payment (less, as applicable, any amounts previously applied out of the proceeds of the Financing to repay the Remainco Note) in full satisfaction of the Remainco Note.

  • The authorized capital stock of Gaming Holdco consists of 10,001,000 shares of capital stock, consisting of 10,001,000 shares of common stock (“Gaming Holdco Common Stock”).

  • Section 2(b)(iv) is amended to add the following: “As soon as practicable following the execution of this Amendment, you will be granted an option to purchase an additional 50,000 Time-Based Options with a strike price per share equal to the fair market value of a share of AP Gaming Holdco, Inc.

  • The bylaws of Gaming Holdco as in effect immediately prior to the Second Step Merger Effective Time shall, by virtue of the Second Step Merger and without any action on the part of the Parties or the holders of Spinco Units or Merger Partner Common Stock, be the bylaws of the Surviving Corporation until thereafter amended in accordance with such certificate of formation and applicable Law.

  • As of the date hereof and as of the Merger Effective Time, all of the outstanding Equity Interests in Gaming Holdco have been and will be duly authorized and validly issued, and are and will be fully paid and nonassessable.

  • As of the Merger Effective Time, all the outstanding Equity Interests in Gaming Holdco will be owned directly by Spinco free and clear of any material Encumbrance, other than restrictions under applicable securities Laws.

  • As of the date hereof, (i) 10,001,000 shares of Gaming Holdco Common Stock were issued and outstanding and (ii) no shares of Gaming Holdco Common Stock were held in the treasury of Gaming Holdco.


More Definitions of Gaming Holdco

Gaming Holdco shall have the meaning set forth in the Preamble. “Ghostbusters Sublicensing Agreement” means the Ghostbusters Sublicensing Agreement to be entered into by and between US Lottery Opco and US Gaming Opco, substantially in the form attached hereto as Exhibit C. “Governmental Approval” shall have the meaning set forth in the Merger Agreement. “Governmental Authority” means any United States or non-United States federal, state or local or any supra-national, political subdivision, governmental, legislative, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory authority or any court, tribunal, or judicial or arbitral body, including any Gaming Authority. “Governmental Order” means any legally binding and enforceable order, writ, judgment, injunction or decree, entered by or with any Governmental Authority. “Group” means (a) with respect to Remainco, the Remainco Group, (b) with respect to Spinco, the Spinco Group and (c) with respect to Merger Partner, the Merger Partner Group. “XXXX” shall have the meaning set forth in the definition of “Remainco Books and Records”. “Hazardous Materials” has the meaning set forth in the Merger Agreement. “Indebtedness” of any Person means, without duplication, (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money; (b) indebtedness evidenced by any bond, debenture or note; (c) reimbursement or indemnification obligations with respect to letters of credit, performance bond, surety bonds or other similar instruments, but solely to the extent drawn; (d) net obligations under any interest rate, commodity or currency swap, cap, collar or futures Contract or other interest rate, commodity or currency hedging arrangement; (e) accrued and unpaid interest; (f) any guaranty by such Person of any indebtedness of any Third Party described in clauses (a) through (e) (without duplication of any such guaranteed indebtedness amounts; (g)
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Gaming Holdco means International Game Technology, a Nevada corporation. “Ghostbusters Sublicensing Agreement” means the Ghostbusters Sublicensing Agreement to be entered into by and between US Lottery Opco and US Gaming Opco, substantially in the form attached hereto as Exhibit C. “Governmental Approval” shall have the meaning set forth in the Merger Agreement. “Governmental Authority” means any United States or non-United States federal, state or local or any supra-national, political subdivision, governmental, legislative, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory authority or any court, tribunal, or judicial or arbitral body, including any Gaming Authority. “Governmental Order” means any legally binding and enforceable order, writ, judgment, injunction or decree, entered by or with any Governmental Authority.
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Gaming Holdco means International Game Technology, a Nevada corporation.
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Related to Gaming Holdco

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • qualifying holding means a direct or indirect holding in an undertaking which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking;

  • Gaming Authority means those national, state, local and other governmental, regulatory and administrative authorities, agencies, boards, commissions and officials responsible for or involved in the regulation and control of Gaming or Gaming activities or operations in any jurisdiction.

  • Gaming License means any license, permit, franchise or other authorization from any governmental authority required on the date of this Indenture or at any time thereafter to own, lease, operate or otherwise conduct the gaming business of the Company and its Subsidiaries, including all licenses granted under Gaming Laws and other Legal Requirements.

  • Affiliated Redeeming Unitholder means an affiliated person or a promoter of or a principal underwriter for the Trust, or an affiliated person of such a person, promoter or principal underwriter. The terms "affiliated person," "promoter" and "principal underwriter" as used in the preceding sentence shall have the meanings assigned to each such term in the Investment Company Act of 1940, as amended.

  • Successor Holdings has the meaning assigned to such term in Section 6.03(a)(v).

  • Gaming means that term as defined in section 2 of the Michigan gaming control and revenue act, 1996 IL 1, MCL 432.202.

  • General partnership means an organization formed under chapters 45-13 through 45-21.

  • SLP means Silver Lake Management Company III, L.L.C., Silver Lake Management Company IV, L.L.C. and their respective affiliated management companies and investment vehicles.

  • Gaming Licenses means all licenses, permits, approvals, authorizations, certificates, registrations, findings of suitability, franchises and entitlements issued by any Gaming Authority necessary for or relating to the conduct of Gaming or Gaming activities or operations or the ownership of an interest in an entity that conducts Gaming or Gaming activities or operations.

  • Oaktree means Oaktree Capital Management, LLC and its Affiliates, including any partnerships, separate accounts or other entities managed by Oaktree.

  • Holdco has the meaning set forth in the Preamble.

  • Gaming Law means the provisions of any gaming laws or regulations of any state or jurisdiction to which the Company or any of its Subsidiaries is, or may at any time after the date of this Indenture, be subject.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Gaming Laws means all applicable constitutions, treaties, laws, rates, regulations and orders and statutes pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming, gambling or casino activities and all rules, rulings, orders, ordinances, regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or activities of Owner or any of its subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

  • Gaming Approvals means with respect to any action by a particular Person, any consent, finding of suitability, license, approval or other authorization required for such action by such Person from a Gaming Authority or under Gaming Laws.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • Corporation Securities means (i) shares of Common Stock, (ii) shares of Preferred Stock (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation § 1.382-2T(h)(4)(v)) to purchase stock of the Corporation, and (iv) any other interest that would be treated as “stock” of the Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).

  • 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.

  • Pledged Partnership Agreements means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • SPE means any bankruptcy-remote, special-purpose entity created in connection with the financing of settlement float with respect to customer funds or otherwise.

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.