SpinCo Bylaws definition

SpinCo Bylaws means the Amended and Restated Bylaws of SpinCo, substantially in the form of Exhibit B.

SpinCo Bylaws means the Amended and Restated Bylaws of SpinCo, substantially in the form of Exhibit B .

SpinCo Bylaws means the bylaws of Spinco in the form filed as an exhibit to the Form 10 at the time it becomes effective.

Examples of SpinCo Bylaws in a sentence

• On or prior to the Distribution Date, Parent and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the certificate of incorporation and bylaws of SpinCo, respectively.

• On or prior to the Distribution Date, Parent and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the certificate of incorporation and bylaws, respectively, of SpinCo.

• On or prior to the Distribution Date, KAR and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the certificate of incorporation and bylaws, respectively, of SpinCo.

• On or prior to the Distribution Date, Parent and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Articles of Incorporation and the SpinCo Bylaws shall become the articles of incorporation and bylaws, respectively, of SpinCo.

• On or prior to the Distribution Date, YUM and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the amended and restated certificate of incorporation and amended and restated bylaws of SpinCo, respectively.

More Definitions of SpinCo Bylaws

SpinCo Bylaws means the amended and restated bylaws of Spinco as in effect at the Effective Time, as the same may be amended from time to time in compliance with the Certificate and such bylaws.

SpinCo Bylaws means the Amended and Restated Bylaws of SpinCo, substantially in the form of Exhibit B. “SpinCo Cash Amount” shall mean a cash amount set forth on Schedule 1.4.

SpinCo Bylaws means the Amended and Restated Bylaws of SpinCo, substantially in the form of Exhibit B. “SpinCo Certificate of Incorporation” shall mean the Amended and Restated Certificate of Incorporation of SpinCo,

SpinCo Bylaws. The Bylaws of SpinCo, substantially in the form of Exhibit D, to be in effect at the Distribution Date.

SpinCo Bylaws means the Amended and Restated Bylaws of SpinCo, substantially in the form of Exhibit C. “SpinCo Cash Amount” means an amount equal to $185,700,000 minus, without duplication, (i) the amount of (A) anycash used or paid by Parent or any of its Subsidiaries (including SpinCo and its Subsidiaries) after the date of the Merger Agreement toacquire SpinCo Assets, but excluding amounts used to acquire SpinCo Assets to the extent funded with the proceeds of SpinCo Debt incurred after the date of the Merger Agreement, (B) cash used by Parent or any of its Subsidiaries (including SpinCo and its Subsidiaries) after the date of the Merger Agreement to pay any principal in respect of SpinCo Debt, (C) any cash paid in redemption ofCommon Units (as defined in the Partnership Agreement) after the date of the Merger Agreement, (D) the product of (x) the aggregate number of Parent Common Shares issued after the date of the Merger Agreement in respect of the redemption of a number of Common Units (as defined in the Partnership Agreement) in excess of 940,567 Common Units (as defined in the Partnership Agreement) multiplied by (y) the Merger Consideration (as defined in the Merger Agreement), and (E) the SpinCo Cash Balance immediately prior to the contribution by Parent or distribution by SpinCo, as the case may be, pursuant to Section 2.12 (other than cash received by SpinCo or its Subsidiaries pursuant to the Reimbursement Obligations (as defined in the Merger Agreement)); and plus (ii) the amount of (A) the Waived Employment Payments, (B) any cash received by Parent or any of its Subsidiaries (including SpinCo and its Subsidiaries) after the date of the Merger Agreement in connection with the disposition or redemption of SpinCo Assets (including, for the avoidance of doubt, mezzanine or preferred investments that are SpinCo Assets), (C) any cash proceeds received in respect of SpinCo Debt incurred after the date of the Merger Agreement (including, for the avoidance of doubt, cash proceeds received by Parent or any of its Subsidiaries (including SpinCo and its Subsidiaries) after the date of the Merger Agreement derived from levering a SpinCo Asset), to the extent the proceeds thereof or cash received therefrom were not used to acquire SpinCo Assets, and (D) SpinCo Net Levered Cash Flow; provided that references to “cash used” or “cash paid” as described herein shall include the amount of uncleared checks and drafts issued by Parent or any of its Subsidiaries (including Sp...

SpinCo Bylaws means the Amended and Restated Bylaws of SpinCo, substantially in the form of Exhibit B. “SpinCo Cash Amount” shall mean a cash amount calculated in accordance with Schedule 1.4.

SpinCo Bylaws has the meaning set forth in the Section 3.3.