Spinco Disposition definition

Spinco Disposition means any (i) Asset Sale with respect to any Spinco Asset or any Capital Stock of Spinco or any Subsidiary of Spinco, (ii) consolidation or merger of Spinco or any of Subsidiary of Spinco with or into another Person (whether or not Spinco or such Subsidiary is the surviving corporation) or change in form of organization of Spinco or any of Subsidiary of Spinco, (iii) sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of Spinco and its Subsidiaries, taken as a whole, in one or more related transactions, or (iv) consummation of a stock sale or other business combination (including without limitation, a reorganization, recapitalization, spin-off or scheme or arrangement) of Spinco or any Subsidiary of Issuer with another Person; provided that in no event shall (a) the Spinco Assets Transfer in accordance with the Spinco Assets Transfer Documents or (b) the exercise of the Holder Call Right in accordance with the Holder Call Right Agreement be a “Spinco Disposition.”
Spinco Disposition means the distribution by Xxxxx of Spinco Shares to Xxxxx Shareholders pursuant to the Arrangement;
Spinco Disposition means the disposition of spinco shares by Target to Target shareholders;

Examples of Spinco Disposition in a sentence

  • Any Net Proceeds arising from any Spinco Disposition shall be applied to the satisfaction of the outstanding Third Lien Obligations in accordance with Section 8.1(c) hereof and Section 3.03 of the Intercreditor Agreement.

  • Any Net Proceeds arising from any Spinco Disposition shall be applied to the satisfaction of the outstanding Second Lien Obligations in accordance with Section 8.1(c) hereof and Section 3.03 of the Intercreditor Agreement.

  • Any Net Proceeds arising from any Spinco Disposition shall be applied to the satisfaction of the outstanding First Lien Obligations in accordance with Section 8.1(c) hereof and Section 3.03 of the Intercreditor Agreement.

  • Concurrently with the consummation of any Spinco Disposition, the Company and Issuer shall cause the Net Proceeds of such Spinco Disposition to be transferred free and clear of Liens (other than Liens in favor of the Collateral Agent to secure the Third Lien Obligations) by the applicable acquiror, payor or other counterparty directly to the Spinco Dispositions Proceeds Account on behalf of the Holders.


More Definitions of Spinco Disposition

Spinco Disposition has the meaning assigned to such term in the Spinco Third Lien Purchase Agreement.

Related to Spinco Disposition

  • Final disposition means the burial, interment, cremation, removal from the state, or other disposition of a dead body or fetus.

  • Specified Disposition means any disposition of all or substantially all of the assets or Equity Interests of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

  • REO Disposition The final sale by the Servicer of any REO Property.

  • Collateral Disposition means (i) the sale, lease, transfer or other disposition of the Vessel by the Borrower to any Person (it being understood that a Permitted Chartering Arrangement is not a Collateral Disposition) or the sale of 100% of the Capital Stock of the Borrower or (ii) any Event of Loss of the Vessel.

  • Material Disposition means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $1,000,000.

  • Related Entity Disposition means the sale, distribution or other disposition by the Company, a Parent or a Subsidiary of all or substantially all of the interests of the Company, a Parent or a Subsidiary in any Related Entity effected by a sale, merger or consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity, other than any Related Entity Disposition to the Company, a Parent or a Subsidiary.

  • Qualified disposition means a Disposition or a series of related Dispositions in which the consideration received by the Credit Parties is equal to or greater than $50,000,000.

  • Involuntary Disposition means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

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

  • Excluded Asset Disposition means, with respect to any Consolidated Party, any Asset Disposition consisting of (i) the sale, lease, license, transfer or other disposition of inventory or other assets in the ordinary course of such Consolidated Party's business, (ii) the sale, lease, license, transfer or other disposition of Property no longer used or useful in the conduct of such Consolidated Party's business, (iii) any Involuntary Disposition by such Consolidated Party, (iv) any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Credit Party, PROVIDED that the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 7.12 after giving effect to such transaction, (v) any portion of an Asset Disposition by such Consolidated Party constituting a Permitted Investment, (vi) if such Consolidated Party is not a Credit Party, any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Consolidated Party that is not a Credit Party, (vii) the sale or disposition of Cash Equivalents for fair market value, (viii) any sale of accounts receivable in connection with the compromise thereof, (ix) the assignment of past due accounts for collection or (x) the licensing of Intellectual Property to third Persons on customary terms as determined by the licensor's board of directors in good faith; PROVIDED, HOWEVER, that the term "Excluded Asset Disposition" shall not include any Asset Disposition to the extent of the portion of the proceeds of such Asset Disposition that would be required under any Junior Financing Documentation to be applied to permanently retire Indebtedness of the Consolidated Parties.

  • REO Disposition Period As defined in Section 3.14. REO Proceeds: Proceeds, net of any related expenses of the Servicer, received in respect of any REO Property (including, without limitation, proceeds from the rental of the related Mortgaged Property) which are received prior to the final liquidation of such Mortgaged Property.

  • Permitted Asset Disposition means (i) any Asset Disposition permitted by Section 8.5 and (ii) any Excluded Asset Disposition.

  • Retained Asset Sale Proceeds shall have the meaning provided in Section 10.4.

  • REO Disposition Proceeds All amounts received with respect to an REO Disposition pursuant to Section 4.16.

  • Asset Sales means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by any Borrower to any Person (including by means of a sale and leaseback transaction or a merger or consolidation or similar transaction and including any sale or issuance of the equity interests of any Borrower) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of any Borrower; provided, that for purposes of this definition, the term “Asset Sale” shall not include:

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Foreign Disposition has the meaning set forth in Section 2.05(b)(xi).

  • Asset Sale means any direct or indirect sale, issuance, conveyance, assignment, transfer, lease (other than operating leases entered into in the ordinary course of business) or other disposition (including pursuant to any Sale and Lease-Back Transaction), other than to the Company or any of its Restricted Subsidiaries, in any single transaction or series of related transactions of:

  • from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

  • Permitted Asset Dispositions means the following Asset Dispositions:

  • Asset Sale Proceeds means, with respect to any Asset Sale,

  • Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 50% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company shall be based on fair market value, as determined by a majority of the members of the Incumbent Board;

  • Permitted Disposition means any of the following:

  • Asset Disposition means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of:

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Permitted Asset Swap means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with Section 3.5 hereof.