Gaming Holdco definition

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. “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 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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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.

  • Unless the context indicates otherwise, or unless specifically stated otherwise, references to the “Company”, “AP Gaming”, “Successor”, “we,” “our” and “us” refer to AP Gaming Holdco Inc.

  • 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.

  • N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated July 11, 2016, of AP Gaming Holdco, Inc.

  • 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.

  • 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.

  • 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.

  • The name of the corporation (which is hereinafter referred to as the “ Corporation”) is: AP Gaming Holdco, Inc.


More Definitions of Gaming Holdco

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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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

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

  • 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.

  • 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.

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • General Partner has the meaning set forth in the Preamble.

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.