Parent Spin definition

Parent Spin means the separation of Parent Spinco from Parent, pursuant to which Parent will distribute all outstanding shares of Parent Spinco’s common stock to the holders of Parent’s common stock, and Parent Spinco will be an independent, publicly traded company.
Sample 1Sample 2Sample 3
Parent Spin means the separation of Parent Spinco from Parent, pursuant to which Parent will distribute all outstanding shares of Parent Spinco’s
Sample 1
Parent Spin means the first date on which the Lender and its Affiliates own, directly or indirectly, less than a majority of the shares of stock with the power to vote for the election of directors of Vrio Corp.
Sample 1

Examples of Parent Spin in a sentence

  • Parent and Merger Sub agree that any information regarding the Company or any of its Subsidiaries or Affiliates contained in any presentations, offering documents, teasers or other materials in connection with the Parent Debt Financing or the Parent Spin shall be subject to the prior review of the Company, which review shall be completed promptly and in any case within three (3) Business Days of receipt thereof.

  • Parent, Spin Company and the other members of their respective Groups shall have obtained all Consents the failure of which to obtain would, in the determination of the Board of Directors of Parent, have a material adverse effect on the Parent Group or the Spin Company Group, each taken as a whole, and such Consents shall be in full force and effect.

  • Exhibit 1Spin-Offs Into M&A Former Parent Spin SpinCo Target Completed Acquirer Acq.Anncd.Fortune BrandsBeam Inc.

  • The Spin Company Registration Statement shall include or incorporate by reference the Spin Company Information Statement setting forth appropriate disclosure concerning Parent, Spin Company, the Distribution and such other matters as may be required to be disclosed therein by the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Related to Parent Spin

  • Effective Time has the meaning set forth in Section 2.2.

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

  • First Effective Time has the meaning specified in Section 2.02.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Merger Sub Board means the board of directors of Merger Sub.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • 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.”

  • Merger Sub has the meaning set forth in the Preamble.

  • Blocker means an employee engaged in one or more of the following operations in a Millinery Sector establishment:

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Base Merger Consideration means $1,200,000,000.

  • IRIS means Integrated Records Information System and refers to a collection of 15 applications and databases that serve the needs of programs within the COUNTY and includes 16 functionality such as registration and scheduling, laboratory information system, billing and reporting 17 capabilities, compliance with regulatory requirements, electronic medical records and other relevant 18 applications.

  • Acquiror has the meaning set forth in the Preamble.