Separation Step Plan definition

Separation Step Plan means the global step plan setting forth the specific transactions undertaken in anticipation and furtherance of the Spin-Off, attached as Schedule I hereto, as subsequently adjusted or revised by the Parties (including to set forth the intended tax treatment of relevant transactions).
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Separation Step Plan has the meaning set forth in the Separation and Distribution Agreement.
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Separation Step Plan shall have the meaning set forth in Section 2.1(a).
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Examples of Separation Step Plan in a sentence

  • The Parties agree that the steps described in the Separation Step Plan shall be effected in the order and manner prescribed in the Separation Step Plan.

  • Parent, EPC and SpinCo hereby adopt this Agreement (including the Separation Step Plan) as a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations promulgated thereunder.

  • EPC hereby covenants and agrees to take such actions as directed by Parent pursuant to this Agreement (including the Separation Step Plan) in furtherance of the Separation, including effecting the First Contribution, the Internal Distribution and the other actions and transactions to be taken by it, in each case, in accordance with the Separation Step Plan.

  • Parent shall determine the Tax treatment to be reported on any Tax Return of any Tax issue relating to the Separation Transactions that is not covered by the Tax Opinions/Rulings or the Separation Step Plan.

  • SpinCo shall not take or fail to take, or cause or permit any of its Affiliates to take or fail to take, any action if such action or failure to act would or could reasonably be expected to adversely affect, jeopardize or prevent the Tax-Free Status, the Partnership Transactions Treatment, the 301 Distribution Treatment or the treatment of any Separation Transaction described in the Tax Opinions/Rulings (or if not so described in the Tax Opinions/Rulings, in the Separation Step Plan).

  • EQT agrees that it will not take or fail to take, or cause or permit any member of the EQT Group to take or fail to take, any action if such action or failure to act would or could reasonably be expected to adversely affect, jeopardize or prevent the Tax-Free Status, the Partnership Transactions Treatment, the 301 Distribution Treatment or the treatment of any Separation Transaction described in the Tax Opinions/Rulings (or if not so described in the Tax Opinions/Rulings, in the Separation Step Plan).

  • If such action could reasonably be expected to materially adversely affect Parent’s intended tax treatment of any transaction set forth in the Separation Step Plan, SpinCo shall not take any such action without the prior written consent of Parent (not to be unreasonably withheld); provided, that Parent shall be deemed to have consented to such action if Parent does not provide a written response to SpinCo’s written notice within thirty (30) days of delivery thereof.

  • Parent, New LLC and the members of the Parent Group designated by Bxxxxx (provided, for the avoidance of doubt, that any such designation must be consistent with the Separation Step Plan and the Intended Tax Treatment) shall accept and assume and agree faithfully to perform, discharge and fulfill, or succeed to, all of the Parent Liabilities held by SpinCo or any member of the SpinCo Group in accordance with their respective terms.

  • This will include migration of data specifically dedicated to the Company that is stored on the Seller’s physical and virtual servers to a migration platform accessible to both Parties, agreed between the Parties and set out in the Separation Step Plan.

  • Parent, New LLC and the members of the Parent Group designated by Badger (provided, for the avoidance of doubt, that any such designation must be consistent with the Separation Step Plan and the Intended Tax Treatment) shall accept and assume and agree faithfully to perform, discharge and fulfill, or succeed to, all of the Parent Liabilities held by SpinCo or any member of the SpinCo Group in accordance with theirrespective terms.


More Definitions of Separation Step Plan

Separation Step Plan means the global step plan setting forth the specific transactions undertaken in anticipation and furtherance of the Spin-Off, attached as S chedule I hereto, as subsequently adjusted or revised by the Parties (including to set forth the intended tax treatment of relevant transactions).
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Separation Step Plan has the meaning set forth in the recitals.
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Separation Step Plan shall be the plan set forth on Schedule I hereto.
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Separation Step Plan is defined in Clause 8.7.1.
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Related to Separation Step Plan

  • Separation Plan means the Company’s Separation Plan Amended and Restated Effective August 13, 2006, as may be amended from time to time or any successor plan, program, arrangement or agreement thereto.

  • Separation shall have the meaning set forth in the Recitals.

  • 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.

  • Separation Time means the close of business on the earlier of (i) the tenth business day (or such later date as the Board of Directors of the Company may from time to time fix by resolution adopted prior to the Separation Time that would otherwise have occurred) after the date on which any Person commences a tender or exchange offer which, if consummated, would result in such Person's becoming an Acquiring Person and (ii) the Flip-in Date; provided, that if the foregoing results in the Separation Time being prior to the Record Time, the Separation Time shall be the Record Time and provided further, that if any tender or exchange offer referred to in clause (i) of this paragraph is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase of any shares of Common Stock pursuant thereto, such offer shall be deemed, for purposes of this paragraph, never to have been made.

  • Separation Benefits has the meaning accorded such term in Section 3.04.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Company Employee Agreement means each management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other Contract between: (a) any of the Company Entities or any Company Affiliate; and (b) any Company Associate, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Company Entity or any Company Affiliate to make any severance, termination, change in control or similar payment or to provide any benefit.

  • EHC plan means an Education, Health and Care plan made under sections 37(2) of the Children and Families Act 2014.

  • Non-U.S. Benefit Plan has the meaning set forth in Section 3.20(a).

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Transition Plan means a transition plan, acceptable to the LHIN that indicates how the needs of the HSP’s clients will be met following the termination of this Agreement and how the transition of the clients to new service providers will be effected in a timely manner; and

  • Separation Agreement has the meaning set forth in the recitals to this Agreement.

  • Retirement Plans means the retirement income, supplemental executive retirement, excess benefits and retiree medical, life and similar benefit plans providing retirement perquisites, benefits and service credit for benefits at least as great in the aggregate as are payable thereunder prior to a Change in Control;

  • RBC plan means a comprehensive financial plan containing the elements specified in K.S.A. 40-2c06, and amendments thereto. If the commissioner rejects the RBC plan, and it is revised by the insurer, with or without the commissioner's recommendation, the plan shall be called the "revised RBC plan."

  • Multiple employer welfare arrangement means a multiple employer welfare arrangement

  • Supplemental Plan means a written plan for a child outlining the agency's plan to locate a permanent placement for the child and which may be developed concurrently with the case plan.

  • Separation Date has the meaning set forth in the Separation Agreement.

  • Nonqualified deferred compensation plan means a compensation plan described in Section 3121(v)(2)(C) of the Internal Revenue Code.

  • Retirement Savings Plan means the Air Products and Chemicals, Inc. Retirement Savings Plan, as amended from time to time, together with any similar, succeeding or substitute plan.

  • Health benefits plan means a benefits plan which pays or

  • Company Benefit Plan has the meaning specified in Section 4.13(a).

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • SERP has the meaning assigned thereto in Section 5(c) hereof.

  • Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.

  • Parent Benefit Plan means an Employee Benefit Plan sponsored, maintained, or contributed to (or required to be contributed to) by Parent or any of its Subsidiaries, or under or with respect to which Parent or any of its Subsidiaries has any current or contingent liability or obligation.