SpinCo Transaction definition

SpinCo Transaction means the transfer of the SpinCo Assets to SpinCo and the subsequent distribution of the SpinCo Shares to the MPX Shareholders, all in accordance with the terms of the Plan of Arrangement;
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SpinCo Transaction means a transaction (effectuated through a series of steps) that results in (a) certain industrial and office properties as more particularly identified on Schedule I annexed hereto, currently owned indirectly by Xxxxxxxx, being contributed to a newly formed and to-be-listed public company (“Industrial SpinCo Trust”), and (b) the distribution of interests in Industrial SpinCo Trust (and related assets) to the then current shareholders in Parent and operating partnership unitholders in Borrower.
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SpinCo Transaction. Section 1.01 of the Existing Credit Agreement is hereby amended by adding thereto the following defined terms:
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Examples of SpinCo Transaction in a sentence

  • The receipt by GPC of a proposal in respect of a Competing SpinCo Transaction shall not in any way or manner alter, hinder or delay GPC or SpinCo from satisfying its obligations under this Agreement.

  • Notwithstanding anything to the contrary in this Lease or other agreement, Landlord and its affiliates (including Spirit Realty Capital, Inc., or, in conjunction with a SpinCo Transaction or following a SpinCo Transaction, such to-be-spun-off or spun-off entity) may disclose all financial statements provided under this Lease, including, without limitation, the Confidential Information (i) to Spirit Realty Capital, Inc.

  • GPC shall, and shall cause its Subsidiaries to, and shall instruct and cause its Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Persons (other than RMT Parent and its Affiliates) conducted prior to the execution of this Agreement by GPC or any of its Representatives with respect to a Competing SpinCo Transaction.

  • Tenant shall also use reasonable best efforts to cause its or SRSHC’s accountants to provide so-called “comfort letters” when reasonably requested by Landlord or its affiliates (including Spirit Realty Capital, Inc., or, in conjunction with a SpinCo Transaction or following a SpinCo Transaction, such to-be-spun-off or spun-off entity).

  • GPC shall not, and shall cause its Subsidiaries not to, and GPC shall instruct and cause its Representatives not to, release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it or one of its Affiliates is a party in connection with a Competing SpinCo Transaction.

  • All such insertions of Section 31.17 of the Amended and Restated Master Lease shall not include references to “(including Spirit Realty Capital, Inc., or, in conjunction with a SpinCo Transaction or following a SpinCo Transaction, such to-be-spun-off or spun-off entity)”.

  • All tax sharing and tax indemnification agreements among MH, SpinCo and any SpinCo subsidiary (other than any such agreement that is a Final SpinCo Transaction Agreement) shall terminate and be of no further force and effect as of the date of the MH SpinCo Distribution.

  • Such representations, warranties and indemnities shall be contained in an appropriate SpinCo Transaction Agreement, which shall be consistent with the foregoing requirements.

  • However, a Competing SpinCo Transaction does not include any other transaction involving Citrix or its subsidiaries or the assets or businesses thereof (other than the GoTo Business).

  • Citrix shall, and shall cause its Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Persons (other than Parent and its Affiliates) conducted prior to the execution of this Agreement by Citrix or any of its Representatives with respect to any Competing SpinCo Transaction.


More Definitions of SpinCo Transaction

SpinCo Transaction means a transaction, reasonably acceptable to AE Sweden, undertaken by means of a plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which the Common Shares held by Orex will be transferred to Spinco and the shares of Spinco will be distributed to the shareholders of Orex;
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SpinCo Transaction means a transaction (effectuated through a series of steps) that results in
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Related to SpinCo Transaction

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Company Transaction means the consummation of

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

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

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Spin-Off Transaction means a distribution by the Company to its shareholders of all or any portion of the securities of any Subsidiary of the Company.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Co-Investment Transaction means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.