MSG SpinCo definition

MSG SpinCo means MSG SpinCo, Inc., a Delaware corporation, which, in connection with the Spin-Off, will change its name to The Madison Square Garden Company.
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MSG SpinCo means MSG SpinCo, Inc., a Delaware corporation, which, in connection with the Spin-Off, will change its name to The Madison Square Garden Company. “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. “Net Cash Proceeds” means proceeds received by the Company or any of the Restricted Subsidiaries in cash as and when received from (x) any Disposition or the incurrence or issuance of Indebtedness of the Company or any of the Restricted Subsidiaries, in each case after deduction of (i) the costs of selling, recovery or other transaction expenses payable by the Company or any of the Restricted Subsidiaries in connection with obtaining such proceeds (including banking, professional or other fees, commissions, discounts and expenses, transfer and similar taxes incurred in connection with such Disposition, incurrence or issuance, and the Company’s good faith reasonable estimate of any income, franchise, transfer or other tax liability and reserves for indemnification) arising from, such Disposition, incurrence or issuance and (ii) the principal amount of, and the premium or penalty, if any, plus the interest and other amounts on any Indebtedness that is secured by the applicable asset and that is required to be repaid by the terms of such Indebtedness (unless permitted by such terms to be reinvested) in connection with such transaction (other than Indebtedness under the Loan Documents) or (y) any casualty insurance or condemnation awards with respect to an Event of Loss, after deduction of (i) the costs of obtaining such award with respect to an Event of Loss (including fees and costs of experts, consultants and/or attorneys), and any income, franchise, transfer or other tax liability arising therefrom and (ii) the principal amount of, and the premium or penalty, if any, plus the interest and other amounts on any financing permitted under this Credit Agreement that is secured by the applicable assets and is required to be repaid by the terms of such Indebtedness (unless permitted by such terms to be reinvested) in connection with such Event of Loss. If any amount payable to the Company or any such Restricted Subsidiary in respect of any such incurrence or issuance shall be or become evidenced by any promissory note or other negotiable or non-negotiable instrument, the cash proceeds received on any such note or instrument shall constitute Net Cash Proceeds as and when received. “Net Interest Expense” means, for any Measurement ...
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Examples of MSG SpinCo in a sentence

  • The Administrative Agent shall have received (i) the MSG Form 10, and (ii) final, execution-ready copies of the Distribution Agreement, Transition Services Agreement, Tax Disaffiliation Agreement and Employee Matters Agreement (each as described in the Form 10) between the Company and MSG SpinCo.

Related to MSG SpinCo

  • SpinCo shall have the meaning set forth in the Preamble.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • RemainCo shall have the meaning set forth in the Preamble.

  • 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 Remainco Group.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • SpinCo Employee has the meaning set forth in the Employee Matters Agreement.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

  • ITT has the meaning given to it in the recitals to this Framework Agreement;

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Xxxxxxx Group means (a) any member of the Xxxxxxx Family and (b) any Related Person of any such member.

  • Company Service Provider means an employee, individual consultant, individual independent contractor, individual self-employed contractor, leased or temporary employee or director of the Company or any of its Subsidiaries.

  • Broadridge means Broadridge Financial Solutions, Inc.

  • Verizon means Verizon Communications Inc., a Delaware corporation.

  • Service Group means any one or more (as the context may require) of the service groups described in this Schedule;

  • Dean means the head of a faculty of the University;

  • PayPal s Buyer Protection program

  • SAP Group means SAP Parent and any of its Associated Companies.

  • AMC means Annual Maintenance Contract

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Transferred Employee has the meaning set forth in Section 6.01(a).

  • Shareholder-Employee means a Participant who owns more than five percent (5%) of the Employer's outstanding capital stock during any year in which the Employer elected to be taxed as a Small Business Corporation under the applicable Code Section.

  • Retained Employee does not include any individual who has a direct or an indirect ownership interest of at least five percent (5%) in the profits, equity, capital, or value of the Taxpayer, or a child, grandchild, parent, or spouse, other than a spouse who is legally separated from the individual, of any individual who has direct or indirect ownership interest of at least five percent (5%) of the profits, equity, capital or value of the Company.

  • OPC has the meaning specified in the recital of parties to this Agreement.