Spinco Separation definition

Spinco Separation shall have the meaning set forth in the Recitals.
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Spinco Separation has the meaning assigned to the term “Separation” in the Spinco Separation Agreement.
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Spinco Separation shall have the meaning set forth in the Recitals. “Spinco Share Plan” means, collectively, the Spinco Employee Stock Plan and any other stock plan or stock incentive arrangement, including equity award agreements, governing the terms and conditions of Equity Compensation of Spinco. “Spinco Information Statement” means the definitive information statement distributed to holders of MSG Common Stock in connection with the Distribution and filed with the U.S. Securities and Exchange Commission. “Subsidiary” means with respect to any Party, any corporation or other legal entity of which such Party or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interests entitled to vote on the election of members to the board of directors or similar governing body, or in the case of an entity with no governing body, more than 50% of the equity interests. “U.S.” means the United States of America.
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Examples of Spinco Separation in a sentence

  • The Acquisition Agreement, the Spinco Separation Agreement and all other related documentation shall be in form and substance reasonably satisfactory to the Arrangers; provided that (x) the Acquisition Agreement provided to the Arrangers on January 26, 2016 is satisfactory to the Arrangers and (y) the Spinco Separation Agreement provided to the Arrangers on January 26, 2016 is satisfactory to the Arrangers.

Related to Spinco Separation

  • Air gap separation means the unobstructed vertical distance through the free atmosphere between the lowest opening from any pipe or faucet supplying water to a tank, plumbing fixture, or other device and the flood level rim of the receptacle.

  • 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 Remainco Group.

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

  • Source separation means the separation of different kinds of solid waste at the place where the waste originates.

  • Separation shall have the meaning set forth in the Recitals.

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

  • SpinCo Employee has the meaning set forth in the Employee Matters Agreement.

  • Separation Time means the close of business on the earlier of (i) the tenth business day (or such later date as the Board of Directors of the Company may from time to time fix by resolution adopted prior to the Separation Time that would otherwise have occurred) after the date on which any Person commences a tender or exchange offer which, if consummated, would result in such Person's becoming an Acquiring Person and (ii) the Flip-in Date; provided, that if the foregoing results in the Separation Time being prior to the Record Time, the Separation Time shall be the Record Time and provided further, that if any tender or exchange offer referred to in clause (i) of this paragraph is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase of any shares of Common Stock pursuant thereto, such offer shall be deemed, for purposes of this paragraph, never to have been made.

  • 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 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.

  • Separation Plan means the Company’s Separation Plan Amended and Restated Effective August 13, 2006, as may be amended from time to time or any successor plan, program, arrangement or agreement thereto.

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

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

  • ITT has the meaning given to it in the recitals to this Framework Agreement;

  • Transferred Employees has the meaning set forth in Section 6.4(a).

  • Separation Date has the meaning set forth in the Separation Agreement.

  • Welfare Plans shall have the meaning set forth in Section 3.2.4.

  • Retained Employees has the meaning set forth in Section 6.1.1.

  • PayPal s Buyer Protection program

  • Transferred Employee has the meaning set forth in Section 6.01(a).

  • Company Employees shall have the meaning set forth in Section 6.10(a).

  • Former Employees means Former Parent Group Employees and Former SpinCo Group Employees.

  • Returning Employees means those persons listed in a schedule to be agreed by the Parties prior to the end of the Contract Period who it is agreed were employed by the Contractor (and/or any Sub-Contractor) wholly or mainly in the supply of the Services immediately before the end of the Contract Period.

  • Retained Employee does not include any individual who has a direct or an indirect ownership interest of at least five percent (5%) in the profits, equity, capital, or value of the Taxpayer, or a child, grandchild, parent, or spouse, other than a spouse who is legally separated from the individual, of any individual who has direct or indirect ownership interest of at least five percent (5%) of the profits, equity, capital or value of the Company.

  • Verizon means Verizon Communications Inc., a Delaware corporation.

  • Wireline means a cable containing one or more electrical conductors which is used to lower and raise logging tools in the well-bore.