RemainCo Group definition

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

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RemainCo Group shall have the meaning set forth in the Separation Agreement.

RemainCo Group means RemainCo, each Subsidiary of RemainCo immediately after the Effective Time and each Affiliate of RemainCo immediately after the Effective Time, including Controlled and its Subsidiaries (in each case other than any member of the SpinCo Group).

Examples of RemainCo Group in a sentence

• At the end of the RemainCo Transition Period, Parent, the Company and the RemainCo Group shall cease any use of the Avidity Bio Net Names and the Other Avidity Net Names and RemainCo shall (i) assign to SpinCo the Avidity Bio Net Names, and (ii) either allow the Other Avidity Net Names to lapse or retain such Net Names for defensive purposes only, at its sole discretion.

• The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the RemainCo Group and the members of the SpinCo Group, and that each of the members of the RemainCo Group and each of the members of the SpinCo Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law.

• Except as otherwise provided in Section 2.6(b), no member of the SpinCo Group, or the RemainCo Group or any of their respective Affiliates from time to time shall be required to commence any litigation or offer or pay any amount of money or otherwise grant any accommodation (financial or otherwise) to any Third Party with respect to any such guarantees.

• The Company shall, at its sole cost and expense, use reasonable best efforts to cause any Lien on any SpinCo Asset that serves as collateral or security for any Liability of any member of the RemainCo Group to be unconditionally released and discharged (any such unconditional release and discharge, a “Discharge”) prior to the Distribution.

• On or prior to the Distribution Date, the Parties shall use their respective reasonable best efforts to (i) Transfer or cause to be Transferred any transferable SpinCo Permits which are held in the name of any member of the RemainCo Group, or in the name of any employee, officer, director, stockholder or agent of a member of the RemainCo Group, on behalf of the Company, to SpinCo, and (ii) obtain all consents with respect to any Contracts to the extent required in connection with the Distribution.

More Definitions of RemainCo Group

RemainCo Group means RemainCo and each Person that is a direct or indirect Subsidiary of RemainCo (other than any member of the SpinCo Group).

RemainCo Group means Remainco and each Person (other than Spinco and the other members of the Spinco Group) that is a direct or indirect Subsidiary of Remainco immediately prior to the Spinco Distribution, and each Person that becomes a Subsidiary of Remainco after the Spinco Distribution.

RemainCo Group has the meaning set forth in the Separation and Distribution Agreement.

RemainCo Group means Remainco and each of its direct and indirect Subsidiaries and Affiliates immediately after the Distribution, and any corporation or entity that is or may become part of such Group from time to time after the Distribution, provided that for the purposes of Section 4.11(b), the term “Affiliates” as used in this definition shall be limited to entities and shall not include any natural persons.

RemainCo Group means Remainco and each of its direct and indirect Subsidiaries and Affiliates immediately after the Distribution (the “Initial Remainco Group”), and any corporation or other entity that is or may become part of such Group from time to time after the Distribution, provided that for the purposes of Section 4.10(b), the term “Affiliates” as used in this definition shall be limited to entities and shall not include any natural persons, and provided, further, that for the purposes of Section 4.10, Section 5.03 and Section 6.08, Remainco Group shall not include Disney or any of its direct or indirect Subsidiaries as of immediately prior to the effective time of the Wax Merger (unless such entity becomes a successor of a member of the Initial Remainco Group).

RemainCo Group means Remainco and any Subsidiary of Remainco that is not a member of the New News Corporation Group;

RemainCo Group means Remainco and any Subsidiary of Remainco that is not a member of the FOX Group. “Remainco Returns” has the meaning assigned in Section 2.01(d).