Spin-Off Merger definition

Spin-Off Merger means a transaction occurring prior to that date which shall be one year following the Effective Time (as defined in the Acquisition Agreement) in which (i) a newly-formed entity organized under the laws of the UMS whose assets consist solely of the shares of Common Stock (“Holdco”) and the stock of which is distributed to the holders of capital stock of TMM is merged with and into a wholly-owned subsidiary of KCS and, in such merger, the outstanding shares of capital stock of Holdco are converted into the right to receive, in the aggregate, a number of shares of Common Stock equal to the number of shares of Common Stock held by Holdco; (ii) Holdco shall not have any indebtedness or other obligations (other than any obligations related solely to its organization and the holding of the shares of Common Stock, which obligations TMM shall agree to indemnify KCS against pursuant to an indemnity agreement satisfactory in form and substance to KCS and TMM); (iii) KCS and its subsidiaries shall not be required to assume or become liable for any other liabilities as a result of the Spin-Off Merger (other than any obligations or liabilities resulting from the registration of the shares of Common Stock issuable pursuant to the Spin-Off Merger); and (iv) KCS shall be reasonably satisfied that the transaction will not affect adversely in any material way any rights of KCS or any of its Affiliates under the Acquisition Agreement or any of the Ancillary Agreements, including without limitation, rights to receive any indemnification determined to be due thereunder.

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Spin-Off Merger has the meaning set forth in Section 2(a) below.

Spin-Off Merger means the merger of Merger Sub with and into GM pursuant to the ▇▇▇▇▇▇ Distribution Agreement.

Examples of Spin-Off Merger in a sentence

• Without limiting the generality of the foregoing, if requested by TMM, KCS agrees to use its commercially reasonable efforts to effect the Spin-Off Merger (as defined below) as promptly as practicable after receipt from TMM of notice of its intention to effect such Spin-Off Merger.

• On the terms and subject to the conditions of this Agreement, Mergeco shall merge with and into GM (the "Spin-Off Merger") at and as of the Effective Time.

• Telecom agrees that it will, upon ▇▇▇▇▇▇' request, (i) provide to ▇▇▇▇▇▇ summaries of any Insurance Policy in its possession purchased during the three-year period prior to the Spin-Off Merger Time and (ii) make available to ▇▇▇▇▇▇ copies of all Insurance Policies in its possession related to the Defense Business.

• The Spin-Off Merger shall have the effects set forth in Section 259 of the Delaware General Corporation Law.

• GM agrees that it will, upon Telecom's request, (i) provide to Telecom summaries of any Insurance Policy in its possession purchased during the three-year period prior to the Spin-Off Merger Time and (ii) make available to Telecom copies of all Insurance Policies in its possession related to the Telecommunications and Space Business.

• GM shall be the corporation surviving the Spin-Off Merger (the "Surviving Corporation").

• At and as of the Effective Time, by virtue of the Spin-Off Merger, without any action on the part of GM, Mergeco or any other Person, each share of GM Class H Common Stock held by GM as treasury stock as of immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no stock or other consideration shall be delivered in exchange therefor.

• The Bylaws of GM as in effect at and as of immediately prior to the Effective Time will remain the Bylaws of the Surviving Corporation without any modification or amendment as a result of the Spin-Off Merger.

• Any payments under this Section 7.02 shall be characterized for tax purposes as if such payment were made immediately prior to the Spin-Off Merger Time.

• No share of GM Class H Common Stock shall be exchanged for GM $1-2/3 Common Stock at a 120% exchange ratio as currently provided under certain circumstances in the GM Certificate of Incorporation by virtue of the Spin-Off Merger.

More Definitions of Spin-Off Merger

Spin-Off Merger means the transaction by which Spinco merged with VFC to create Covetrus.