SpinCo Capital Stock definition

SpinCo Capital Stock means all classes or series of capital stock of SpinCo, including (i) the SpinCo Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in SpinCo for U.S. federal income tax purposes.
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SpinCo Capital Stock means all classes or series of capital stock of SpinCo, including (i) the SpinCo Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in SpinCo for U.S. federal Income Tax purposes.
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SpinCo Capital Stock means (i) all classes or series of stock or other equity interests in Spinco and (ii) all instruments properly treated as stock in Spinco for U.S. Federal income Tax purposes.
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More Definitions of SpinCo Capital Stock

SpinCo Capital Stock means the Capital Stock of SpinCo, including the SpinCo Common Stock. “SpinCo Common Stock” shall have the meaning set forth in the Separation Agreement.
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SpinCo Capital Stock means all classes or series of capital stock of SpinCo (or any entity treated as a successor to SpinCo), including (i) the SpinCo Common Stock, (ii) all options, warrants, and other rights to acquire such capital stock, and (iii) all instruments treated as stock in SpinCo (or any entity treated as a successor to SpinCo) for Federal Income Tax purposes.
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SpinCo Capital Stock with references to “Internal SpinCo,” the “Internal Contribution,” the “Internal SpinCo Active Trade or Business” and “Internal SpinCo Capital Stock”) unless, in each case, prior to taking any such action set forth in the foregoing clauses (i) through (vii), (A) SpinCo shall have requested that Parent obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) from the IRS and/or any other applicable Tax Authority in accordance with Section 7.04(b) and (d) of this Agreement to the effect that such transaction will not affect the Tax-Free Status and Parent shall have received such a private letter ruling in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether a private letter ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection with such private letter ruling), or (B) SpinCo shall provide Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion and Parent may determine that no opinion would be acceptable to Parent) or (C) Parent shall have waived the requirement to obtain such private letter ruling or Unqualified Tax Opinion.
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Related to SpinCo Capital Stock

  • Parent Capital Stock means the Parent Common Stock and Parent Preferred Stock.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Voting Capital Stock means with respect to any Person, securities of any class or classes of Capital Stock in such Person ordinarily entitling the holders thereof (whether at all times or at the times that such class of Capital Stock has voting power by reason of the happening of any contingency) to vote in the election of members of the board of directors or comparable governing body of such Person.

  • Capital stock tax means a tax measured in any way by the capital of a corporation considered in its entirety.

  • Retired Capital Stock shall have the meaning provided in Section 10.5(b)(2).

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Excluded Capital Stock means:

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Disqualified Capital Stock means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control), on or prior to the final maturity date of the Notes.

  • Capital Stock means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

  • Treasury Capital Stock has the meaning assigned to such term in Section 6.04(a)(viii).

  • Parent Common Shares means the common shares of the Parent;

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Parent Common Stock means the common stock, par value $.001 per share, of Parent.

  • 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.

  • Redeemable Capital Stock means any Capital Stock of the Company or any of its Subsidiaries that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (a) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the securities or (b) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (c) is convertible into or exchangeable for debt securities at any time on or prior to such final stated maturity.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Disqualified Stock Dividends means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Company.

  • Refunding Capital Stock has the meaning assigned to such term in Section 6.04(a)(viii).