Spin-Off Transaction definition

Spin-Off Transaction means a distribution by the Company to its shareholders of all or any portion of the securities of any Subsidiary of the Company.

Spin-Off Transaction shall have the meaning set forth in the recitals to this Agreement.

Spin-Off Transaction means, collectively, the transactions which resulted in (a) PHRI holding directly or indirectly all or substantially of the Ownership Business and (b) HGVI holding directly or indirectly all or substantially all of the Timeshare Business, and which was completed on January 3, 2017 by the distribution by HLT Parent to its stockholders of shares of each of PHRI and HGVI on a pro rata basis, and all related transactions.

Examples of Spin-Off Transaction in a sentence

• Except for consummating the Spin-Off Transaction, NewCo shall not commence business until the Closing Date.

• The determination regarding the Participant's entitlement within the scope of a Spin-Off Transaction shall be in the sole and absolute discretion of the Board.

• All of the assets and properties of the Company and its related entities to be transferred to NewCo pursuant to the Spin-Off Transaction and as approved by APP shall have been transferred, assigned and conveyed to NewCo in order to effectuate the transactions contemplated by this Agreement.

• The determination regarding the Participant’s entitlement within the scope of a Spin-Off Transaction shall be in the sole and absolute discretion of the Board.

• In the event of a Spin-Off Transaction, the Board may determine that the holders of Options be entitled to receive equity in the new company formed as a result of the Spin-Off Transaction, in accordance with equity granted to the ordinary shareholders of the Company within the Spin-Off Transaction, taking into account the terms of the Options, including the Vesting Dates and the Exercise Price.

More Definitions of Spin-Off Transaction

Spin-Off Transaction means, any transaction in which assets of the Company are transferred or sold to a company or corporate entity in which the Shareholders hold equal stakes, pro-rata to their ownership of the Company.

Spin-Off Transaction means any transaction by which a Subsidiary of the Corporation ceases to be a Subsidiary of the Corporation by reason of the distribution of such Subsidiary’s equity securities to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

Spin-Off Transaction means, collectively, the transactions which upon consummation thereof will result in (a) HGVI holding, directly or indirectly, all or substantially all of Holdings’ timeshare business, (b) the Seller being a wholly-owned Subsidiary of HGVI and (c) the stockholders of Holdings holding all of the shares of common stock of HGVI.

Spin-Off Transaction means a distribution of equity or other interests in any Covered Business to the stockholders of the Parent or an initial public offering of equity securities or other interests in any Covered Business.

Spin-Off Transaction means a transaction whereby certain Subsidiaries, assets, brands and/or lines of business of the Company or a Subsidiary may be spun-off and merged with and into a public shell company.

Spin-Off Transaction means (a) the transfer by the Borrower of (x) certain Real Estate assets of the Borrower and its Subsidiaries and (y) certain independent living facilities to CTRI, (b) the spin-off of CTRI and its Subsidiaries to the Borrower’s shareholders and (c) the series of corporate and other restructurings and other transactions entered into in connection with the foregoing, in each case that occurred within the first three (3) Business Days following the Original Closing Date.

Spin-Off Transaction means the Contribution, the Distribution, the deployment by Parent of the proceeds of the SpinCo Debt Proceeds Distributions, any Subsequent Distributions, any Debt-for-Debt Exchange and any Debt-for-Equity Exchange, taken together.