Spin-Off Agreements definition

Spin-Off Agreements means (a) the Separation and Distribution Agreement to be entered into among the T Guarantor, the H Guarantor and the E Guarantor and (b) the Tax Sharing Agreement to be entered into among the T Guarantor, the H Guarantor and the E Guarantor, of which final forms shall be publicly filed with the SEC.

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Spin-Off Agreements means the Separation and Distribution Agreement, Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement.

Spin-Off Agreements means the separation and distribution agreement, transition services agreement, tax matters agreement, employee matters agreement, any shared services agreements, all intellectual property license agreements and all other material contracts and agreements entered into between the Lead Borrower or any of its Subsidiaries, on the one hand, and any of the B&N Parties, on the other hand.

Examples of Spin-Off Agreements in a sentence

The execution, delivery and performance of the Company’s obligations under this Agreement and the Spin-Off Agreements and the consummation of the Transactions have been duly and validly authorized by the Company Board.
The treatment of the ESPP and purchase rights thereunder under this Agreement and the Spin-Off Agreements does not violate the terms of the ESPP.
No other corporate proceedings on the part of the Company or its Stockholders are necessary to authorize the consummation of the Transactions and the performance of the Company’s obligations under this Agreement and the Spin-Off Agreements, except for (i) the approval of this Agreement and the Separation and Distribution Agreement by the Requisite Company Vote, and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.
The treatment of the Company Equity Awards under this Agreement and the Spin-Off Agreements does not violate the terms of the Stock Plans or any Contract governing the terms of such awards and will not cause adverse tax consequences under Section 409A of the Code.

More Definitions of Spin-Off Agreements

Spin-Off Agreements means the Separation and Distribution Agreement and the Transition Services Agreement.

Spin-Off Agreements means the Separation Agreement, the transition services agreement, the employee matters agreement and the tax allocation agreement, in each case referred to in the Form 10.

Spin-Off Agreements means the Separation and Distribution Agreement, the Transition Services Agreement, the Employee Matters Agreement and the Tax Sharing Agreement, by and between the Company and CPEX, in the form as provided by the Company to Buyer prior to the date hereof, with such amendments thereto to the extent permitted by this Agreement.

Spin-Off Agreements has the meaning set forth in Section 2.5.

Spin-Off Agreements has the meaning set forth in the recitals to this Settlement Agreement.

Spin-Off Agreements means (a) that certain Distribution and Transfer Agreement dated as of October 26, 1993, among the Borrower, Holdings and Plainbridge, (b) that certain Distribution and Transfer Agreement dated as of May 3, 1993, among the Borrower, Supermarket Holdings and Chefmark, (c) that certain Tax Indemnity Agreement dated as of October 26, 1993, between the Borrower and Plainbridge, (d) that certain Tax Sharing Agreement dated as of October 26, 1993, between the Borrower and SMG-II Holdings, (e) that certain Logistical Services Agreement dated as of October 26, 1993, between the Borrower and Plainbridge, (f) that certain ▇▇▇▇▇ Services Agreement dated as of October 26, 1993, between the Borrower and Plainbridge, (g) that certain ▇▇▇▇▇▇ Services Agreement dated as of October 26, 1993, between the Borrower and Plainbridge, (h) that certain Chefmark Services Agreement dated as of May 3, 1993, between the Borrower and Chefmark, and (i) that certain letter agreement dated as of May 3, 1993 between the Borrower and Chefmark filed as Exhibit 10.5 to the Registration Statement of the Borrower and Supermarket Holdings (Registration No. 33-59616) filed with the Securities and Exchange Commission on March 16, 1993, as amended by Amendment No. 1 to Post-Effective Amendment No. 1