Spinco Reorganization definition

Spinco Reorganization has the meaning ascribed to such term in Section 5.8(a);
Spinco Reorganization means the transfer of the Spinco Assets to Spinco and its Subsidiaries and the assumption of the Spinco Liabilities by Spinco and its Subsidiaries, and the transfer of certain Excluded Assets to Parent and its Subsidiaries and the assumption by Parent and its Subsidiaries of certain Excluded Liabilities, in exchange for stock and cash, all as more fully described in this Agreement and the other Ancillary Agreements and including the steps set forth in the Plan of Reorganization.
Spinco Reorganization means the series of restructuring and distribution transactions set forth on Schedule I and on the terms and subject to the conditions set forth in the Separation and Distribution Agreement.

Examples of Spinco Reorganization in a sentence

  • There must be exactlytwo parameters, and we are sure that the file contains both of them.

  • Parent and Spinco have entered into a Separation Agreement (such agreement, as amended, restated or modified from time to time, the “Separation Agreement”) pursuant to which Parent and Spinco have set out the terms on which, and the conditions subject to which, they wish to implement the Spinco Reorganization (as defined in the Separation Agreement) and the Distribution (as defined in the Separation Agreement).

  • The High Court responded, however, that implicit in the notion of circumvention is that the expenditure is derived from a single source, notwithstanding that it is made by two legally distinct bodies.45 The Court regarded unions as separate organisations with their own separate funds and noted that the objectives of unions in electoral expenditure might not always be coincident with those of a political party.

  • Except as expressly set forth in any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and liability for the breach of any obligations contained herein, will survive each of the Spinco Reorganization, the Recapitalization and the Distribution and will remain in full force and effect.

  • As of the date hereof, Spinco is a direct, wholly owned Subsidiary of Burgundy that, subject to the terms of the Separation Agreement, following the Spinco Reorganization will own, directly or indirectly, the Spinco Assets, and will have assumed, directly or indirectly, the Spinco Liabilities, all as provided in the Separation Agreement.

  • Except for such cases in which Parent is required under applicable Law to pay a Spinco Employee an amount in respect of such Spinco Employee’s accrued vacation as a result of the Spinco Reorganization or the Distribution, the Spinco Group shall honor all unused vacation of each Spinco Employee during the calendar year in which the Business Transfer Time occurs.

  • For the avoidance of doubt, any Taxes payable by Spinco in connection with the transfer of the fully paid ordinary share of Kali Metals Limited held by Karora to Spinco pursuant to the Spinco Reorganization or otherwise shall be the responsibility of Spinco up to an aggregate of $2,000,000.

  • Prior to or concurrently with the Spinco Reorganization, Spinco, together with the other members of the Spinco Group, will enter into the Spinco Financing Arrangements and incur the debt contemplated thereby, all on such terms and conditions as are contemplated by the Spinco Commitment Letter and Spinco Related Letter and the Burgundy Commitment Letter and the Burgundy Related Letter, as further described in the Merger Agreement.

  • Target shall claim an amount of credits, deductions or other amounts as determined by Spinco but not exceeding the maximum amount of all credits, deductions or other amounts available to it for its taxation year ended October 31, 2010 and its taxation year that includes the Spinco Reorganization.

  • The major sources of income are from product sales of its surface modification kits including its Mix and Go products.


More Definitions of Spinco Reorganization

Spinco Reorganization has the meaning set forth in the recitals to this Agreement.
Spinco Reorganization has the meaning ascribed thereto in Section 5.3(a) "Spinco Shares" means the common shares in the capital of Spinco;
Spinco Reorganization shall have the meaning set forth in the Recitals hereto.
Spinco Reorganization has the meaning given to it in Section 2.7.

Related to Spinco Reorganization

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Internal Distribution has the meaning set forth in the recitals.

  • First Merger has the meaning set forth in the Recitals.

  • Company Merger has the meaning specified in the Recitals hereto.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Steps Plan means a plan evidenced by Eligible Information contemplating that there will be a series of successions to some or all of the Relevant Obligations of the Reference Entity, by one or more entities.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Merger has the meaning set forth in the Recitals.

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

  • Second Merger has the meaning set forth in the Recitals.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).