SHIPBUILDING GROUP definition
SHIPBUILDING GROUP means Shipbuilding Company and its Affiliates as determined immediately after the Distributions, modified as provided in Section 18. "STRADDLE PERIOD" means any Tax Period that begins on or before and ends after the Distribution Date. 4
SHIPBUILDING GROUP shall have the meaning set forth in the Distribution Agreement. "SHIPBUILDING LIABILITIES" shall have the meaning set forth in the Distribution Agreement. "SUBSIDIARY" shall have the meaning set forth in the Distribution Agreement. "TENNECO EXCLUSIVE POLICIES" shall mean all current and past Policies, including but not limited to the current Policies set forth on SCHEDULE E hereto, which show Tenneco, any other member of the Energy Group or any of their respective predecessors (or such entity and its subsidiaries and/or affiliates) as the named insured and do not purport to relate to Shipbuilding or Industrial or to cover any Shipbuilding Covered Person or Industrial Covered Person, excluding (i) any directors' and officers' liability policies which are or were maintained by or on behalf of Tenneco, and (ii) any Retained Policy. "TERMINATION TIME" shall mean with respect to coverage under any Policy for any Covered Person, the time as of which coverage under said Policy is to be cancelled with respect to that Covered Person pursuant to the terms hereof. "TRANSFERRED CLAIMS-MADE POLICIES" shall have the meaning set forth in Section 2.2 hereof. "TRANSFERRED OCCURRENCE-BASED POLICIES" shall have the meaning set forth in Section 2.1 hereof. "TRANSFERRED POLICIES" shall have the meaning set forth in Section 2.3 hereof.
SHIPBUILDING GROUP means Shipbuilding Company, the Shipbuilding Subsidiaries and the corporations, partnerships, joint ventures, investments and other entities that represent equity investments of Shipbuilding Company or any of the Shipbuilding Subsidiaries following the consummation of the Corporate Restructuring Transactions and the Distributions. "SHIPBUILDING INDEMNITEES" means: (i) Shipbuilding Company and each Affiliate thereof after giving effect to the Corporate Restructuring Transactions and the Distributions; and (ii) each of the respective past, present and future directors, officers, employees and agents of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of any of such directors, officers, employees and agents. "SHIPBUILDING INFORMATION STATEMENT" means the information statement or registration statement relating to Shipbuilding Company and the transactions contemplated hereby to be distributed to holders of Tenneco Common Stock pursuant to the terms of this Agreement. "SHIPBUILDING LIABILITIES" means, collectively, all of the Liabilities of Shipbuilding Company, the Shipbuilding Subsidiaries and each of the other members of the Shipbuilding Group after giving effect to the Corporate Restructuring Transactions, the Distributions and the transactions contemplated by the Debt and Cash Allocation Agreement, including, without limitation: (i) all of the Liabilities included on the Shipbuilding Business Pro Forma Balance Sheet that remain outstanding as of the close of business on the Distribution Date; (ii) all other Liabilities that are incurred or which accrue or are accrued at any time on, prior to or after the date of the Shipbuilding Business Pro Forma Balance Sheet and that arise or arose out of, or in connection with, the Shipbuilding Assets, the Shipbuilding Business or the Prior Shipbuilding Businesses, determined on a basis consistent with the determination of Liabilities of Shipbuilding Company on the Shipbuilding Business Pro Forma Balance Sheet, including, without limitation, 10
Examples of SHIPBUILDING GROUP in a sentence
For purposes of this CONTRACT (and subject to final assembly, and delivery, at the SHIPYARD, as above), elements of the construction work (such as block and hatch cover fabrication) can be also carried out by JIANGSU YANGZIJIANG SHIPBUILDING GROUP CO., LTD.
THE BUYER: By: Name: Title: THE SELLER CSTC: By: Name: Title: THE BUILDERS: HUDONG-ZHONGHUA SHIPBUILDING (GROUP) CO., LTD.
Name: Title: THE SELLER: JIANGSU YANGZIJIANG SHIPBUILDING GROUP CO., LTD.
More Definitions of SHIPBUILDING GROUP
SHIPBUILDING GROUP has the meaning ascribed to that term in the Distribution Agreement. "STOCKHOLDERS' MEETINGS" has the meaning set forth in SECTION 6.8 hereof. "TAKEOVER STATUTE" means any "fair price," "moratorium," "control share acquisition" or other similar antitakeover statute or regulation enacted under state or federal laws in the United States or any foreign jurisdiction. "TENDER AND EXCHANGE MATERIALS" means any registration statement, private placement memorandum, offer to purchase and/or other documents or filings prepared by or on behalf of Tenneco or Acquiror (or their Affiliates or representatives), either separately or jointly, and (i) distributed to the record and/or beneficial holders of Tenneco consolidated Debt in connection with the Debt Realignment, and/or (ii) filed with the Commission or other Governmental Authority, or the NYSE or other stock exchange, relating to Debt Realignment. "TENNECO COMMON STOCK" means the Common Stock, par value $5.00 per share, of Tenneco. "TENNECO SEC DOCUMENTS" means all filings made by Tenneco or its subsidiaries with the SEC since January 1, 1995 through the Agreement Effective Date, including notes, schedules, amendments and exhibits thereto. "TENNECO STOCK" means the Tenneco Common Stock, the $7.40 Preferred Stock and the $4.50 Preferred Stock (but not the New Preferred Stock). "TENNECO STOCKHOLDERS' MEETING" has the meaning set forth in SECTION 6.8 hereof. "TRANSFER TAXES" has the meaning set forth in SECTION 10.1(C) hereof. "$" is a reference to United States dollars. All monetary amounts set forth in this Agreement are intended to be United States currency amounts. ARTICLE II THE MERGER 2.1
SHIPBUILDING GROUP has the meaning ascribed to that term in the Distribution Agreement.