Internal Spinoff definition

Internal Spinoff means the Contribution together with the First Internal Distribution.
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Internal Spinoff and “Internal Spinoffs” have the meaning set forth in the recitals hereto.
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Internal Spinoff as defined in the recitals to this Agreement.
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Examples of Internal Spinoff in a sentence

  • New Ralcorp shall pay any and all sales, use, real property, real property gains, transfer, mortgage recording or stock transfer or stamp taxes or similar charges directly resulting from the Distribution, the Internal Spinoff, or the transactions set forth in the Reorganization Agreement or any other Ancillary Agreement imposed by any federal, state or local authorities.

  • As used in Section 3.2, unless specifically provided otherwise, any reference to the Company shall be a reference to the Company and the Branded Subsidiary, assuming that the contribution of the Branded Business to the Branded Subsidiary, the Internal Spinoff and the Distribution had occurred immediately prior to the date hereof on the terms and conditions set forth in the Reorganization Agreement.

  • The taxpayer makes the following representations regarding the Internal Spin-off and the External Spin-off (together the “Spin-offs”): Internal Spin-off (a) Any indebtedness owed by Controlled to Distributing 1 after the Internal Spin-off will not constitute stock or securities.

  • The intent of the foregoing clauses (i) and (ii) is to permit certain equity issuances by FairPoint, but solely to the extent such issuances would comply with Safe Harbor 8 or 9 set forth in Treasury Regulations Section 1.355-7(d)(8) or (9) and would not cause Verizon or any of its Subsidiaries to recognize gain pursuant to Section 355(d), 355(e) and/or 355(f) of the Code with respect to the Distribution and/or any Internal Spinoff.

Related to Internal Spinoff

  • Internal Distribution has the meaning set forth in the recitals.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • 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.

  • Internal Systems means the internal systems of each of the Corporation that are presently used in its Business or operations, including, computer hardware systems, software applications and embedded systems.

  • Internal Use means use of the Sprinklr Services for Customer’s and/or Customer Affiliates’ general business use, solely for the benefit of Customer and/or Customer Affiliates, but does not include use of the Sprinklr Services to provide any services for the benefit of third parties.

  • Internal dose means that portion of the dose equivalent received from radioactive material taken into the body.

  • internal waters means any navigable river or waterway within the State of California.

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • External dose means that portion of the dose equivalent received from any source of radiation outside the body.

  • external company means a foreign company that is carrying on business, or non-profit activities, as the case may be, within the Republic, subject to section 23(2);

  • Internal floating roof means a cover or roof in a fixed-roof tank that rests upon or is floated upon, the liquid being contained, and is equipped with a closure seal or seals to close the space between the roof edge and the tank shell.

  • External Directors means as defined in the Companies Law.

  • external wall means an outer wall of a building even though adjoining to a wall of another building and also means a wall abutting on an interior open space of a building;

  • external borders means external borders as defined in Article 2(2) of Regulation (EU) 2016/399;

  • Internal control means a process effected by an entity's governing board, management, and other personnel, designed to provide reasonable assurance regarding the achievement of objectives in the following categories:

  • Internal Market Buyer means a Market Buyer making purchases of energy from the PJM Interchange Energy Market for ultimate consumption by end-users inside the PJM Region that are served by Network Transmission Service.

  • Internal combustion engine or ‘engine’ means an energy converter, other than a gas turbine, designed to transform chemical energy (input) into mechanical energy (output) with an internal combustion process; it includes, where they have been installed, the emission control system and the communication interface (hardware and messages) between the engine's electronic control unit(s) and any other powertrain or non-road mobile machinery control unit necessary to comply with Chapters II and III;

  • Internal Control Event means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Company’s internal controls over financial reporting, in each case as described in the Securities Laws.

  • External Debt means obligations (other than the Notes) of, or guaranteed by, the Republic for borrowed money or evidenced by bonds, notes or other similar instruments denominated or payable, or those which at the option of the holder thereof are so denominated or payable, in a currency other than the local currency of the Republic.

  • Coordinated External Transaction means a transaction to simultaneously purchase and sell energy on either side of a CTS Enabled Interface in accordance with the procedures of Operating Agreement, Schedule 1, section 1.13, and the parallel provisions of Tariff, Attachment K- Appendix.

  • External floating roof means a storage vessel cover in an open tank top consisting of a double deck or pontoon single deck which rests upon and is supported by the petroleum liquid being contained and is equipped with a closure seal or seals to close the space between the roof edge and tank shell.

  • External User means a user of an Online Service that is not an employee, onsite contractor, or onsite agent of Customer or its Affiliates.

  • External Manager means either of the following: (1) A person who is seeking to be, or is, retained by a board or an investment vehicle to manage a portfolio of securities or other assets for compensation, or (2) A person who manages an investment fund and who offers or sells, or has offered or sold, an ownership interest in the investment fund to a board or an investment vehicle.

  • Steps Plan means a plan evidenced by Eligible Information contemplating that there will be a series of successions to some or all of the Relevant Obligations of the Reference Entity, by one or more entities.

  • Internal Purposes means distribution of installation programs of Licensee products both internally within Licensee and externally to Licensee’s customers.

  • NOLs means the Company’s net operating loss carryforwards.