Remainco Retained Liabilities definition

Remainco Retained Liabilities means:
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Remainco Retained Liabilities shall have the meaning set forth in the Separation Agreement. “Remainco RSU” means each restricted share unit representing the right to vest in and be issued Remainco Ordinary Shares by Remainco, whether granted by Remainco pursuant to a Remainco Equity Plan, assumed by Remainco in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested (which excludes any Remainco PSUs). “Remainco SEC Documents” means all registration statements, Remainco certifications and other statements, reports, schedules, forms and other documents filed by Remainco with the SEC, including all amendments thereto, since the Lookback Date. “Remainco Special Voting Shares” means special voting shares of Remainco, of nominal value $0.000001 each. “Remainco Sterling Shares” means sterling-non-voting shares of Remainco, of nominal value £1.00 each “Remainco Superior Proposal” means a bona fide written offer by a Third Party, that is not solicited in breach (other than a de minimis breach) of Section 4.5(b), to acquire, directly or indirectly, at least a majority of the outstanding Remainco Ordinary Shares or at least a majority of the assets of the Remainco Group (whether through a tender offer, merger or otherwise), that is determined by the Remainco Board, in its good faith judgment, after consultation with its financial advisors and outside legal counsel, and after considering such factors that the Remainco Board determines to be relevant, including the terms and conditions of the offer, the likelihood of consummation and other relevant information, (a) to be more favorable, from a financial point of view, to Remainco’s shareholders than the Contemplated Transactions (considering any amendments to the Transaction Documents or the Financing proposed by Xxxxxx Partner) and (b) to be reasonably likely to be completed, considering such factors that the Remainco Board determines to be relevant.
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Remainco Retained Liabilities shall have the meaning set forth in the Separation Agreement.
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More Definitions of Remainco Retained Liabilities

Remainco Retained Liabilities means the following Liabilities of the members of the Remainco Group, irrespective of whether the same shall arise prior to, on or following the Equity Sale Closing Time: (i) all Liabilities of the Remainco Group to the extent such Liabilities are not Spinco Liabilities, or arise out of the ownership, operation, use or conduct of the Remainco Retained Assets or Remainco Retained Business following the Equity Sale Closing Time; (ii) any Indebtedness of the members of the Remainco Group that is outstanding immediately prior to the Equity Sale Closing Time, including Indebtedness between any member of the Remainco Group, on the one hand, and any member of the Spinco Group, on the other hand (other than (A) the New Debt,
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Remainco Retained Liabilities means the following Liabilities of the members of the Remainco Group, irrespective of whether the same shall arise prior to, on or following the Equity Sale Closing Time:
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Related to Remainco Retained Liabilities

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Assumed Liabilities has the meaning set forth in Section 2.3.

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

  • Assumed Obligations has the meaning specified in Section 2.2.

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

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

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • 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.