Spin Transactions definition

Spin Transactions means (i) the Distribution and (ii) the Merger, in each case as further described in the Steps Description.
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Spin Transactions means (a) the GXO Spin Transactions or (b) the NAT Spin Transactions, or all of them, as the context may require.
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Spin Transactions means the transactions contemplated by the Spin Filing, together with any transaction or series of related transactions substantially similar to the transactions contemplated by the Spin Filing, which have the effect of separating Parent’s lodging business from Parent (including by way of merger, asset sale, sale of stock, spin-off or otherwise).
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Examples of Spin Transactions in a sentence

  • Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, no provision of this Agreement or any Loan Document shall prevent the consummation of any of the Spin Transactions, nor shall the Spin Transactions give rise to any default or constitute a utilization of any basket or ratio under this Agreement or any Loan Document.

  • Not, and not permit any Subsidiary to, deviate from the Steps Description in the consummation of the Spin Transactions, other than deviations therefrom that do not have a Material Adverse Effect.

  • If, and to the extent, the provisions of this Agreement conflict with the Contribution and Distribution Agreement, or any other agreement entered into in connection with the Spin Transactions, the provisions of this Agreement shall control.

  • The required deposit for any Participant (a “Required Deposit”) is based on the liquidity risk it poses to DTC, measured by the average of the Participant’s six highest net debit peaks over a rolling 60 business day period.

  • The Issuer is, and immediately after (i) the Closing Date and (ii) the consummation of the Spin Transactions will be, Solvent.

  • Other than as described in the Offering Memorandum, the Issuer does not, and, after giving effect to the Spin Transactions, will not, own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity other than the subsidiaries listed in Schedule B hereto.

  • The subsidiaries of the Issuer after giving effect to the Spin Transactions (as defined below) are listed on Schedule B-2 hereto.

  • Each New Entity was formed solely for the purpose of engaging in the Transactions and, prior to the Spin Transactions, will have engaged in no other business activities and will have incurred no Liabilities or obligations other than in connection with the performance of the Transactions in accordance with the terms of this Agreement and the Separation Agreement.

  • Each of P&G and JMS covenants and agrees that it will not file, and it will cause its Affiliates to refrain from filing, any amendment or supplement to the IRS Private Letter Ruling request with respect to the Spin Transactions subsequent to the Distribution Date without the consent of the other, which consent shall not be unreasonably withheld.

  • Guruleryan.gurule@lw.com+1.713.546.7474Houston You Might Also Be Interested InIRS Proposes Guidance for Determining MLP Qualifying IncomeIRS Adds Certain Spin Transactions to the “No Rule” ListIRS Issues Proposed Regulations Addressing Management Fee WaiversClient Alert is published by Latham & Watkins as a news reporting service to clients and other friends.


More Definitions of Spin Transactions

Spin Transactions means (a) the Incurrence of Indebtedness by GXO Logistics, (b) any distributions paid by or on behalf of GXO Logistics to the Parent Borrower in connection with the Separation, (c) the consummation of each of the Contribution, Distribution and Separation and the other transactions related thereto or to facilitate the Contribution, Distribution or Separation, as applicable, as determined in good faith by the Parent Borrower, which determination shall be conclusive, (d) the execution and performance of all agreements (along with schedules and exhibits thereto) entered into by or between Parent Borrower or any of its Subsidiaries, on the one hand, and GXO Logistics or any of its Subsidiaries, on the other hand, relating to or in connection with the Contribution, the Separation, the Distribution or any other transactions necessary to complete the Contribution, the Separation or the Distribution, including but not limited to, the separation and distribution agreement, the transition services agreement, the tax matters agreement, the employee matters agreement, the intellectual property license agreement and the transfer documents (the items in this clause (d), collectively, the “Spin Documents”) and (e) the payment of fees and expenses related to the foregoingGXO Spin Documents or (b) the RXO Spin Documents, or all of them, as the context may require.
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Spin Transactions has the meaning given to such term in the Separation Agreement.
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Spin Transactions has the meaning set forth in Section 1.01(a).
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Spin Transactions means the series of distributions pursuant to Section 355 of the Code as set forth in Section 2.5(c)(ii) of Schedule A.
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Spin Transactions means (a) the Incurrence of Indebtedness by SpinCo, (b) any distributions paid by or on behalf of SpinCo to the Borrower in connection with the Separation, (c) the consummation of each of the Contribution, Distribution and Separation and the other transactions related thereto or to facilitate the Contribution, Distribution or Separation, as applicable, as determined in good faith by the Borrower, which determination shall be conclusive, (d) the execution and performance of all agreements (along with schedules and exhibits thereto) entered into by or between Borrower or any of its Subsidiaries, on the one hand, and SpinCo or any of its Subsidiaries, on the other hand, relating to or in connection with the Contribution, the Separation, the Distribution or any other transactions necessary to complete the Contribution, the Separation or the Distribution, including but not limited to, the separation and distribution agreement, the transition services agreement, the tax matters agreement, the employee matters agreement, the intellectual property license agreement and the transfer documents (the items in this clause (d), collectively, the “Spin Documents”) and (e) the payment of fees and expenses related to the foregoing.
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Related to Spin Transactions

  • Certain Transactions, Description of Capital Stock," "Shares Eligible for Future Sale" and "Underwriters" and (B) in the Registration Statement in Items 14 and 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein;

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

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

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Business Combination Transaction means:

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Excluded Transactions means:

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Card Transactions means any payment made for goods or services, cash withdrawals from a bank or financial institution (including ATM withdrawals) or transfer of funds made through the use of the Card or the Card number.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company 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.

  • Online Transaction means any Phone/Electronic Transaction requested through an Electronic Transmission over the Internet.

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.