Spinco Agreement definition

Spinco Agreement means the ILG Spinco Agreement, dated as of October 27, 2015, among the parties hereto.
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Spinco Agreement means the Settlement Agreement, as assumed by and assigned to the Issuer pursuant to Section 9(b) thereof.
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Spinco Agreement means the Spinco Agreement, dated as of May 13, 2008, by and among IAC/InterActive Corp, Xxxxx Xxxxxx (for the limited purposes set forth therein), Parent (formerly known as Liberty Media Corporation), and the other Liberty Parties (as defined therein), as assigned pursuant to the Spinco Assignment and Assumption Agreement (HSN), dated as of August 20, 2008, among InterActiveCorp, the Company, Parent, and Holdings.
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Examples of Spinco Agreement in a sentence

  • IAC, Liberty USA Holdings, LLC, a Delaware limited liability company, and Liberty have entered into that certain Affiliate and Assignment Agreement, dated as of August 20, 2008, pursuant to which Liberty Sub assumed all of the rights, benefits, liabilities and obligations of each Liberty Party (as defined in the Settlement Agreement) signatory to the Spinco Agreement under the Settlement Agreement other than Liberty.

  • The foregoing releases will not affect in any way any liability or obligation of any party to the Spinco Agreement for any breach of the Spinco Agreement occurring on or prior to the Spinoff Date with respect to the Company or with respect to any rights or obligations of, or with respect to, any other Spinco.

  • This Agreement and the Spinco Agreement, together with the agreements and instruments referenced herein and therein, embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes any prior understandings or agreements by or among the parties, written or oral, with respect to the subject matter hereof.

  • This Agreement, together with the agreements and instruments referenced herein, embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes any prior understanding or agreements by or among the parties, written or oral, with respect to the subject matter hereof, including, as of the Closing, the Original Spinco Agreement.

  • Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless, following the approval of a majority of the Qualified Directors (as defined in the Spinco Agreement) of the Issuer, consented to in writing by the Issuer and Holders of at least 50% of the Registrable Shares held by all Holders of Registrable Shares as of such date.

  • Liberty Interactive Corporation, Liberty USA Holdings, LLC,a Delaware corporation a Delaware limited liability company /s/ Craig Troyer By: Liberty Interactive LLC, its sole member and manager Name: Craig TroyerTitle: Vice President and Deputy General Counsel /s/ Craig Troyer Name: Craig Troyer Title: Vice President [Signature Page to ILG Spinco Agreement] Interval Leisure Group, Inc., a Delaware corporation /s/ Jeanette E.

  • The Amended Spinco Agreement shall otherwise remain unmodified and in full force and effect until the expiration or termination of such Amended Spinco Agreement in accordance with its terms (which, for the avoidance of doubt, shall occur upon the consummation of the Combination Transactions as contemplated by the Merger Agreement (without giving effect to any Material Amendment thereto following the date hereof)), at which time Shareholder shall have no further obligations thereunder.

  • Nothing in this Agreement is intended as a waiver of any provision of the Spinco Agreement.

  • Except as otherwise set forth herein and in the Parent Spinco Agreement, Stockholder has sole voting power (including the right to control such vote as contemplated herein) with respect to the matters set forth in Section 1.5 of this Agreement, sole power of disposition, sole power to issue instructions with respect to the matters set forth in this Agreement, and sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Existing Shares.

  • For purposes of this Section 3(b), Ticketmaster Acquisition Proposal does not include any transaction in shares of Company Common Stock permitted by the Ticketmaster Spinco Agreement.


More Definitions of Spinco Agreement

Spinco Agreement means the Spinco Agreement, dated May 13, 2008, between IAC/InterActiveCorp, Liberty Media Corporation, LMC Silver King, Inc., Liberty HSN II, Inc., LMC USA VIII, Inc., LMC USA IX, Inc., LMC USA XI, Inc., LMC USA XII, Inc., LMC USA XIII, Inc., LMC USA XIV, Inc., LMC USA XV, Inc., Liberty Tweety, Inc., BDTV Inc., BDTV II Inc., BDTV III Inc., BDTV IV Inc. and Barry Diller.
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Spinco Agreement means the Spinco Agreement, dated May 13, 2008, between IAC/InterActiveCorp, Liberty Media Corporation, LMC Silver King, Inc., Liberty HSN II, Inc., LMC USA VIII, Inc., LMC USA IX, Inc., LMC USA XI, Inc., LMC USA XII, Inc., LMC USA XIII, Inc., LMC USA XIV, Inc., LMC USA XV, Inc., Liberty Tweety, Inc., BDTV Inc., BDTV II Inc., BDTV III Inc., BDTV IV Inc. and Xxxxx Xxxxxx.
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Spinco Agreement means the Spinco Agreement, dated as of May 13, 2008, by and among IAC/InterActive Corp, Barry Diller (for the limited purposes set forth therein), Parent (formerly known as Liberty Media Corporation), and the other Liberty Parties (as defined therein), as assigned pursuant to the Spinco Assignment and Assumption Agreement (HSN), dated as of August 20, 2008, among InterActiveCorp, the Company, Parent, and Holdings.
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Related to Spinco Agreement

  • Employee Matters Agreement means the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Distribution Agreement has the meaning set forth in the recitals to this Agreement.

  • WTO Agreement means the Marrakesh Agreement Establishing the World Trade Organization, done at Marrakesh on 15 April 1994.

  • Secondment Agreement is defined in Section 2.2.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • TRIPS Agreement means the Agreement on Trade-Related Aspects of Intellectual Property Rights in Annex 1C to the WTO Agreement;

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Transition Services Agreement means the transition services agreement substantially in the form attached hereto as Exhibit B.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Support Agreement has the meaning set forth in the Recitals.

  • Services Agreement means an agreement entered into between a Utility and one or more Affiliates for the provision of Shared Services or For Profit Affiliate Services and shall provide for the following matters as appropriate in the circumstances:

  • Transitional Services Agreement shall have the meaning ascribed in Section 6.12.

  • Sponsorship Agreement means a document that estab- lishes an advanced licensee as a sponsor for a basic licensee.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Master Services Agreement means that master services agreement among the Limited Partnership, the Company, Teekay Corporation and Brookfield XX XXXX L.P. dated as of the date hereof.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Athlete Agreement means the agreement that must be completed by any Athlete wishing to be considered for nomination and selection to the Games Team in accordance with clause8.4 of the NZOC Nomination and Selection Regulation.