Spinco Interests definition

Spinco Interests shall have the meaning set forth in the Recitals hereto.
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Spinco Interests means 100% of the capital of a newly-formed entity established under the laws of the State of Delaware or a jurisdiction mutually agreed upon by the parties to the Call Option Agreement, the assets of which consist solely of any of (i) shares of Sofora Telecomunicaciones S.A., together with any rights to declared but unpaid dividends of TEO, (ii) class B preferred shares of Nortel Inversora S.A., together with any rights to declared but unpaid dividends of TEO and/or (iii) ordinary shares of TEO, together with any rights to declared but unpaid dividends (whether directly or in the form of American Depositary Shares), which in the aggregate will represent 13.51% of the total outstanding share capital of TEO on a fully diluted basis, together with any rights to declared but unpaid dividends, which as of July 7, 2017 is represented by 130,969,944 shares of common stock of TEO, together with any right to declared but unpaid dividends.
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Spinco Interests shall have the meaning set forth in Section 1.02; "Spinoff" shall have the meaning set forth in the second "Whereas" clause; "Spinoff Tax Liability" shall have the meaning set forth in Section 2.02(d)(i); "Stockholders' Meetings" shall have the meaning set forth in Section 3.04(b); "Stock Plan" shall have the meaning set forth in Section 2.03(a); "Stub Period Diverted Asset Amount" shall have the meaning set forth in Section 2.02(c)(i)(A); "Surviving Corporation" shall have the meaning set forth in the Preamble; "Tax" or "Taxes" shall have the meaning set forth in Section 4.01(l); "Tax Attributes" shall have the meaning set forth in Section 2.02(d)(ii)(B); "Tax Authority" shall have the meaning set forth in Section 4.01(l); "Tax Returns" shall have the meaning set forth in Section 4.01(l); "Tax Sharing Agreement" shall have the meaning set forth in Section 5.02(m); "Updated November 30 Balance Sheet" shall have the meaning set forth in Section 2.02(a)(i); "Withheld Shares" shall have the meaning set forth in Section 2.01(a).
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Examples of Spinco Interests in a sentence

  • All shares of common stock of the Surviving Corporation issued pursuant to Sections 2.8(a) and (b) and any cash paid pursuant to Section 2.8(d) shall be deemed to have been issued in full satisfaction of all rights pertaining to the Spinco Interests that were converted in the Merger in accordance with Section 2.2.

  • All outstanding Spinco Interests are, and all Spinco Interests which may be issued will be, when issued, duly authorized, validly issued, fully paid and not subject to preemptive rights.

  • Storm sewer gates for reinforced concrete pipe apron endwalls, labeled as “RCP AE GATE” shall be constructed per Standard Detail Drawings 5.6.1, RCP AE Gate and storm sewer gates for reinforced concrete elliptical pipe apron endwalls, labeled as “HERCP AE GATE” shall be of a similar construction.

  • Until the Effective Time, the Exchange Agent shall hold the Spinco Interests represented by the Distribution Certificate on behalf of and as agent for holders as of the Xxxxxx Record Date of Xxxxxx Common Stock.

  • Except as set forth in this Agreement and for any Encumbrance released prior to the transfer of the Spinco Interests pursuant to this Agreement, FT shall not directly or indirectly, sell, transfer or otherwise dispose of, or pledge, or create, incur, assume or suffer to exist, any Encumbrance on the Spinco Interests.

  • Immediately following the Contribution, CRC shall distribute pro rata to its stockholders and holders of CRC Options (as defined in Section 2.03(a)) all of the issued and outstanding Spinco Interests.

  • Immediately prior to the consummation of the Merger, CRC shall contribute to Spinco the Spinco Businesses (the "Contribution"), in exchange for all of the ownership interests in Spinco (the "Spinco Interests").

  • If the Spinco Merger occurs after the Distribution, as a result of the Spinco Merger, the holders of Shares of Spinco Interest will receive one share of Spinco Sub Common Stock for each Share of Spinco Interests allocated to them in the Distribution.

Related to Spinco Interests

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

  • Transferred Interests has the meaning set forth in the Recitals.

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

  • Class B Interests As set forth in the Trust Agreement.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

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

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.

  • 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.

  • 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 immediately following the Contribution.

  • Membership Interests has the meaning set forth in the recitals.

  • SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent Group.

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

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • REMIC II Interests means, collectively, the REMIC II Regular Interests and the Class R-II Certificates.

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Contributed Interests has the meaning set forth in the recitals.

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