Separation Steps Plan definition

Separation Steps Plan means “Separation Steps Plan” as defined in the Separation Agreement.
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Separation Steps Plan has the meaning set forth in Section 2.05.
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Separation Steps Plan means the steps plans prepared in respect of the Separation and set-out in Exhibit 2 (Separation Steps Plan);
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Examples of Separation Steps Plan in a sentence

  • Notwithstanding anything herein to the contrary, BGC Partners may, in its sole discretion, amend the Separation Steps Plan and otherwise determine or modify the structure of any transaction(s) to effect the Separation, the IPO or the Distribution, and the parties shall (and shall cause their respective Subsidiaries to) cooperate with BGC Partners, and take such actions as may be reasonably necessary or requested by BGC Partners, in connection with the foregoing.

  • Contribution and the Distribution, if effected, taken together, are intended to qualify as a “reorganization” under Sections 355 and 368(a)(1)(D) of the Code; WHEREAS, this Agreement (including the Separation Steps Plan) is intended to be, and is hereby adopted as, a “plan of reorganization” within the meaning of Treas.

  • If such action could reasonably be expected to materially adversely affect Parent’s intended tax treatment of any transaction set forth in the Separation Steps 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.


More Definitions of Separation Steps Plan

Separation Steps Plan means “Separation Steps Plan” as defined in the Newmark Separation Agreement.
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Separation Steps Plan shall be the plan set forth on Schedule I hereto.
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Related to Separation Steps Plan

  • 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 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.

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

  • 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.

  • 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

  • Benchmark Transition Start Date means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

  • Newco Scheme means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of a limited liability company (“Newco”) between the Shareholders immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Company; provided that (i) only ordinary shares or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of the Scheme of Arrangement (disregarding de minimis holdings by initial subscribers, if applicable); (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of the Company; (iv) all Subsidiaries of the Company immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Company) are Subsidiaries of the Company (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Company (or Newco) holds, directly or indirectly, the same percentage of the Ordinary Share Capital and Equity Share Capital of those Subsidiaries as was held by the Company immediately prior to the Scheme of Arrangement.

  • 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.

  • 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;

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

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

  • Returning Employees means those persons listed in a schedule to be agreed by the Parties prior to the end of the Contract Period who it is agreed were employed by the Contractor (and/or any Sub-Contractor) wholly or mainly in the supply of the Services immediately before the end of the Contract Period.

  • 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."

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

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

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Parent Plans has the meaning set forth in Section 6.4(c).

  • Welfare Plans shall have the meaning set forth in Section 3.2.4.

  • Source separation means the separation of different kinds of solid waste at the place where the waste originates.

  • 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.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

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

  • Exempt Newco Scheme means a Newco Scheme where, immediately after completion of the relevant Scheme of Arrangement, the ordinary shares or units or equivalent of Newco (or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco) are (i) admitted to trading on the Relevant Stock Exchange or (ii) admitted to listing on such other Regulated Market as the Issuer or Newco may determine;

  • 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.