Separation Transactions definition

Separation Transactions has the meaning set forth in the Separation and Distribution Agreement.

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

Separation Transactions shall have the meaning set forth in the recitals hereof.

Examples of Separation Transactions in a sentence

• The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution).

• In the event that a Company shall determine that there is no reasonable basis for the Tax treatment described in either of the preceding two sentences, such Company shall notify the other Company twenty (20) Business Days prior to filing the relevant Tax Return and the Companies shall attempt in good faith to agree on the manner in which the relevant portion of the Separation Transactions shall be reported.

• The Separation shall have become effective in accordance with the terms of this Agreement and the Separation Transactions and the Capital Allocation Transactions.

• Prior to the Distribution, each of Vishay and VPG shall, and shall cause the applicable members of its Group to, complete the Separation Transactions and the Capital Allocation Transactions and otherwise take all actions necessary to implement the Separation on the terms and subject to the conditions set forth in this Agreement.

• Vishay and VPG shall cooperate, and shall use their reasonable best efforts, to effect the Separation Transactions and the Capital Allocation Transactions on or prior to the Distribution Date.

More Definitions of Separation Transactions

Separation Transactions means the series of transactions pursuant to which the assets, liabilities and businesses owned, directly or indirectly, by the Initial Guarantor and the Initial Borrower are being allocated among the T Guarantor and its Subsidiaries (including the T Borrower), the E Guarantor and its Subsidiaries (including the E Borrower) and the H Guarantor and its Subsidiaries (including the H Borrower). The steps of the Separation Transactions will include, among others, (i) the contribution of the assets, liabilities and businesses of the Initial Borrower to the H Borrower (in the case of the healthcare businesses of the Initial Borrower and assets and liabilities relating thereto), the E Borrower (in the case of the electronics businesses of the Initial Borrower and assets and liabilities relating thereto) and the T Borrower (in the case of the fire & security and engineered products businesses of the Initial Borrower and assets and liabilities relating thereto) (such transactions, the “TIGSA Separation”), and the liquidation of the Initial Borrower and liquidating distribution in connection therewith of the shares of the H Guarantor, the E Guarantor and the T Borrower to the Initial Guarantor; and (ii) after the TIGSA Separation, the distributions by the Initial Guarantor to its shareholders of the shares of (x) the H Guarantor (the “Healthcare Spin Distribution”) and the E Guarantor (the “Electronics Spin Distribution”; and together with the Healthcare Spin Distribution, the “Spin Distributions”), with the Initial Guarantor to remain the direct parent of the T Borrower.

Separation Transactions means the Restructuring, the Contribution, the Distribution and the other transactions contemplated by this Agreement.

Separation Transactions means the Separation and Distribution Agreement, dated as of July 27, 2006 (as amended, modified or supplemented in accordance with its terms), among Avis Budget Group, Inc., Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., and all transactions, agreements and arrangements related thereto.

Separation Transactions means the transactions to effect the Separation as described in the Transactions Memo and, in the singular, means any one of them.

Separation Transactions means the transfers of assets, shares and other equity interests to be performed by Vishay, VPG and members of each respective Group prior to the Distribution, in the manner referred to Schedule 1.3 hereto and, in the singular, means any one such transaction. The Separation Transactions are intended to proceed in accordance with and pursuant to the steps set forth in the request for a private letter ruling submitted by Vishay to the IRS on December 23, 2009, as amended from time to time.

Separation Transactions means those transactions undertaken by the Companies and their Affiliates pursuant to the Separation Plan to separate ownership of the Animal Health Business from ownership of the Pfizer Business.

Separation Transactions means the Contribution, the Distributions, and the other transactions contemplated by the Separation Agreement and the Separation Step Plan.