In order to facilitate such process, Parent or one or more of its Subsidiaries shall make an irrevocable offer to acquire the applicable SpinCo Business Assets and the related portion of the SpinCo Business and assume the related SpinCo Liabilities in each Binding Offer Jurisdiction.
Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Transferred Business has the meaning ascribed to such term in the Separation Agreement.
Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.
Gross Assets means the total of fixed assets and current assets;
Retained Businesses means all businesses, operations and activities directly or indirectly conducted or formerly conducted by the Seller Group other than the Business (including all businesses, operations and activities related to any dealerships sold or disposed of prior to the date hereof).
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.”
Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.
Parent Business has the meaning set forth in the Separation and Distribution Agreement.
Transferred Entities means the entities set forth on Schedule 1.5.
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Transferred Subsidiaries shall have the meaning set forth in the Recitals.
Acquired Assets has the meaning set forth in Section 2.1.
Shared-Loss Assets means Shared-Loss Loans, Other Real Estate purchased by the Assuming Institution, Additional ORE, Shared-Loss Subsidiaries, and Capitalized Expenditures, but does not include Shared-Loss Securities.
Excluded Businesses has the meaning set forth in Schedule 1.
the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.
Group Business Entity means;
Micro Business means a company which either:
Distribution Business means the business of operating and maintaining a distribution system for supplying electricity in the area of the supply of the Distribution Licensee;
Included Assets has the meaning in Section 5.1(d)(ii)(A).
Excluded Assets has the meaning set forth in Section 2.02.
Excluded Business means a Business excluded from application for an Inter- Community Business Licence and includes those Businesses referred to in Schedule A attached hereto and forming part of this bylaw.
Retained Assets has the meaning set forth in Section 2.2.
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.