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Spinco Companies definition

Spinco Companies means (i) prior to the Internal Reorganization, SpinCo and the SPR Entities and (ii) after the Internal Reorganization, SpinCo and its Subsidiaries.
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Spinco Companies means Spinco and its Subsidiaries after giving effect to the Spinco Contribution.
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Spinco Companies means SPINCO and its Subsidiaries (determined after giving effect to the Distribution).
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Examples of Spinco Companies in a sentence

  • The Purchaser and its Affiliates and the Merger Sub will have at the Closing sufficient immediately available funds to pay the full Transaction Price and to make all other payments required by the terms hereof, to pay all related fees and expenses in connection with this Agreement and the transactions contemplated hereby and to otherwise consummate the transactions contemplated hereby.

  • The RMT Partner Companies are the lessees of, and hold valid leasehold interests in, all assets purported to have been leased by them, and the RMT Partner Companies enjoy undisturbed possession of such leased assets, except where the failure to have such valid leasehold interest results from any liens described in Section 3.8 of the RMT Partner Disclosure Letter, liens created or otherwise imposed by Remainco or the Spinco Companies or any other Permitted Encumbrance.

  • Remainco has delivered or Made Available to RMT Partner accurate and complete copies of the Organizational Documents of Remainco and each of the Spinco Companies that would be considered a “significant subsidiary” (as such term is defined under Regulation S-X promulgated pursuant to the Exchange Act), including all amendments thereto as in effect on the date of this Agreement.

  • Without limiting the foregoing, the Receiving Party shall not use or disclose any pricing data or information of an Originating Party in any Bid or proposal, other than in connection with proposals submitted under a Shared Contract (Spinco Companies) in accordance with this Agreement.

  • Spinco shall provide Parent with prompt written notice of any termination, amendment or modification of any Shared Contract (Spinco Companies) or any related Orders under which work is being performed by the Parent Business that affects Parent’s rights and obligations hereunder in any material respect.

  • The Parties acknowledge that certain Shared Contracts (Spinco Companies) require Spinco (or its applicable Subsidiaries) to obtain the consent of a Governmental Authority to subcontract a portion of the work.

  • The Shared Contracts (Spinco Companies) shall be transferred and novated to the Spinco Companies as Transferred Assets, pursuant to the terms and conditions of the Separation Agreement and the other Transaction Documents.

  • Section 2.17(b)(iii) of the Remainco Disclosure Letter sets forth a true, correct and complete list of all Contracts or insurance policies pursuant to which Remainco or any of its Subsidiaries is entitled to indemnification or defense from any Person with respect to any Environmental Liability or Remainco Asbestos Liability that relates to the Spinco Business or the Spinco Companies or their respective predecessors (the “Remainco Environmental and Asbestos Indemnification Agreements”).

  • Each of Remainco and the Spinco Companies has complied with its Organizational Documents except for such non-compliance that, individually or in the aggregate, has not had and would not reasonably be expected to have a Spinco Material Adverse Effect.

  • The Spinco Companies exclusively own all right, title and interest to and in the Owned Spinco IP free and clear of any Encumbrances other than Permitted Encumbrances.


More Definitions of Spinco Companies

Spinco Companies means (a) each of SSL, GTL, K&F, Globalstar, LGP, LG, Cayman, LQSS, LQP, Continental and the companies referred to in paragraph (e) of the definition of "Spinco Assets", and (b) all Subsidiaries of any of the entities listed in paragraph (a) above after giving effect to the Restructuring.
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Spinco Companies means SPINCO and its Subsidiaries determined after giving effect to the Distribution.
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Spinco Companies shall have the meaning set forth in the Distribution Agreement. 5
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Spinco Companies has the meaning set forth in the Separation Agreement.
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Spinco Companies means SPINCO and its Subsidiaries determined after giving effect to the Distribution. “SPINCO Disqualifying Action” means (a) any action (or the failure to take any action) by any member of the SPINCO
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Related to Spinco Companies

  • 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 shall have the meaning set forth in the Preamble.

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

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

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

  • Transferred Entities means the entities set forth on Schedule 1.5.

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

  • Group Companies means, collectively, the Company and each of its Subsidiaries.

  • Target Companies has the meaning set forth in the recitals.

  • NGC means the Nevada Gaming Commission.

  • Operating Companies means EAI, EMI, ELI and ENOI, each being an "Operating Company".

  • Acquired Entities means the Company and the Company Subsidiaries.

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

  • Parent Group has the meaning set forth in Section 8.03(c).

  • Founding Companies has the meaning set forth in the third recital of this Agreement.

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Released Entities With respect to Released Claims, the Settling Distributors and (1) all past and present subsidiaries, divisions, predecessors, successors, and assigns (in each case, whether direct or indirect) of each Settling Distributor; (2) all past and present subsidiaries and divisions (in each case, whether direct or indirect) of any entity described in subsection (1); (3) the respective past and present officers, directors, members, trustees, and employees of any of the foregoing (each for actions that occurred during and related to their work for, or employment with, any of the Settling Distributors or the foregoing entities);

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Company Group Member means each member of the Company Group.

  • ITC (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants with all information needed to prepare their Proposals.

  • Portfolio Companies means any Person in which any Fund owns or has made, directly or indirectly, an investment.

  • SpinCo Contracts means the following contracts and agreements to which either Party or any other member of its Group is a party or by which it or any other member of its Group or any of their respective Assets is bound, whether or not in writing, in each case as in effect as of immediately prior to the Effective Time:

Most Referenced Clauses

Most Referenced Definitions