Spinco Assets Transfer definition

Spinco Assets Transfer has the meaning assigned to such term in the recitals to this Agreement.
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Spinco Assets Transfer has the meaning set forth in the Preliminary Statements of this Agreement.
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Spinco Assets Transfer has the meaning assigned to such term in the Spinco Third Lien Exchange Agreement.
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Examples of Spinco Assets Transfer in a sentence

  • Schedule 4.3 annexed hereto sets forth a true and correct list of every Subsidiary of Parent as of the date hereof and correctly indicates which Subsidiaries of Parent will be, after giving effect to the Spinco Assets Transfer, owned, directly or indirectly, by Spinco and also indicates Spinco’s percentage ownership of each such Subsidiary after giving effect to the Spinco Assets Transfer.

  • Neither Parent nor Issuer nor any of their respective Subsidiaries will agree to terminate, enter into any amendment to, or waiver of, any of its rights under any Spinco Assets Transfer Documents in any manner that could be materially adverse to the Holders without in each case obtaining the prior written consent of Required Holders to such termination, amendment or waiver.

  • Spinco and Parent and/or certain other Subsidiaries of Parent shall enter into the Spinco Assets Transfer Documents (which shall be in form and substance satisfactory to Required Holders), provided all necessary approvals are obtained by relevant Governmental Authorities, on or prior to August 31, 2012 (or, if all such approvals are not obtained on or prior to August 31, 2012, as promptly thereafter as practicable), and Issuer shall promptly deliver to each Holder executed copies thereof.

  • Neither Parent nor any of its Subsidiaries will agree to terminate, enter into any amendment to or of waiver of any of its rights under any Spinco Assets Transfer Document in any manner that could be materially adverse to the Holders without in each case obtaining the prior written consent of Supermajority Holders to such termination, amendment or waiver.

  • Spinco and Parent and/or certain other Subsidiaries of Parent shall enter into the Spinco Assets Transfer Documents (which shall be in form and substance satisfactory to Supermajority Holders), provided all necessary approvals are obtained from relevant Governmental Authorities, on or prior to August 31, 2012 (or, if all such approvals are not obtained on or prior to August 31, 2012, as promptly thereafter as practicable), and Parent shall promptly deliver to each Holder executed copies thereof.

  • Schedule 4.3 annexed hereto sets forth a true and correct list of every Subsidiary of Parent as of the date hereof and correctly indicates which Subsidiaries of Parent will be, after giving effect to the Spinco Assets Transfer, owned, directly or indirectly, by Issuer and also indicates Issuer’s percentage ownership of each such Subsidiary after giving effect to the Spinco Assets Transfer.

  • Neither Parent nor Issuer nor any of their respective Subsidiaries will agree to terminate, enter into any amendment to or of waiver of any of its rights under any Spinco Assets Transfer Document in any manner that could be materially adverse to the Holders without in each case obtaining the prior written consent of Supermajority Holders to such termination, amendment or waiver.

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Related to Spinco Assets Transfer

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • SpinCo shall have the meaning set forth in the Preamble.

  • Assumed Final Distribution Date The Distribution Date in July 2036.

  • Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.

  • 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.

  • Transfer Time has the meaning set forth in Section 4.3(a).

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

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Distribution Time means the time at which the Distribution is effective on the Distribution Date.

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of September 30, 2021, as presented in the Information Statement made available to the Record Holders.

  • Transfer Assets means the assets of the Company which the WFOE or its designated entity or individual is entitled to purchase from the Company at the request of the WFOE upon its exercise of the Assets Call Option in accordance with Section 3 hereof, the amount of which may be all or part of the assets of the Company and shall be determined by the WFOE at its sole discretion in accordance with the then effective PRC Law and its commercial needs.

  • Disposition Date shall have the meaning ascribed thereto in Subsection 5.1(d);

  • Balance Transfer means a transfer of the debit balance on any credit card held with any credit card issuer or any account with other banks (other than the Bank) to a Card Account;

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • RemainCo shall have the meaning set forth in the Preamble.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.