SpinCo Transfer definition

SpinCo Transfer means the contribution of the SpinCo Assets pursuant to Section 2.02 by the Company and other members of the Company Group to SpinCo in consideration for the issuance of the SpinCo Common Stock and the assumption of the SpinCo Liabilities pursuant to Section 2.02, in each case, in accordance with the requirements of this Agreement.
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SpinCo Transfer shall have the meaning ascribed to it in the Separation Agreement.
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SpinCo Transfer means the contribution of the SpinCo Assets by Citadel to SpinCo and the assumption of the SpinCo Liabilities by SpinCo, in each case, in accordance with this Agreement.
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Examples of SpinCo Transfer in a sentence

  • Transfer Taxes (other than those attributable to the Internal Reorganization and the SpinCo Transfer) shall be allocated 50% to the Company and 50% to SpinCo. Any Transfer Taxes attributable to the Internal Reorganization or the SpinCo Transfer shall be allocated solely to the Company.

  • RemainCo will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with RemainCo and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the delivery of the shares of SpinCo Common Stock to be distributed to the holders of RemainCo Common Stock in connection with the Distribution.

  • Parent will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Parent and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the SpinCo Common Units to be distributed to the holders of Parent Common Units in connection with the Distribution.

  • Promptly upon determination of the SpinCo Transfer Amount, RemainCo shall cause the RemainCo Actuary to provide to SpinCo a written statement of the SpinCo Transfer Amount, a summary of the calculation of such amount and a written statement that the SpinCo Transfer Amount satisfies the requirements of Code Section 414(l).

  • Purchase Price The SpinCo Class C Preferred Stock will be issued to General Electric Company (“GE”) in connection with the SpinCo Transfer (as defined in the Separation Agreement).

  • Manitowoc ParentCo will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Manitowoc ParentCo and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the shares of SpinCo Common Stock to be distributed to the holders of Manitowoc ParentCo Common Stock in connection with the Distribution.

  • On and before the SpinCo Transfer Date, the RemainCo Governmental Operations Plan shall continue to make the required benefit payments to the SpinCo U.S. Pension Beneficiaries.

  • Such reorganization will consist of the SpinCo Transfer and the other steps set forth in this Article I (collectively, the “Restructuring”).

  • Effective as of the SpinCo Transfer Date, the sponsor of the SpinCo Commercial Operations Plan shall assume all liabilities with respect to the benefits previously accrued under the RemainCo Governmental Operations Plan by the SpinCo U.S. Pension Beneficiaries.

  • Neither Manitowoc ParentCo, SpinCo nor the SpinCo Transfer Agent will be required to guarantee any minimum sale price for the fractional shares of SpinCo Common Stock.


More Definitions of SpinCo Transfer

SpinCo Transfer has the meaning assigned to such term in the Spinco Separation Agreement.
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SpinCo Transfer means the contribution of the Transferred Assets, as defined in the Separation Agreement, by LMC to Spinco in consideration for the transfer of the common stock of Spinco, the transfer to LMC of the Spinco Special Cash Payment, as defined in the Separation Agreement, and the assumption of the Assumed Liabilities, as defined in the Separation Agreement, in each case, in accordance with the Separation Agreement.
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SpinCo Transfer has the meaning set forth in the Recitals hereto.
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Related to SpinCo Transfer

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

  • Transfer Time means, in relation to any Subsequent Account Holder’s Entry, the time at which such Entry is credited to his Securities Account.

  • Asset Transfer means a sale, lease or other disposition of all or substantially all of the assets of the Company.

  • Power Transfer Distribution Factor or “PTDF” shall mean a measure of the responsiveness or change in electrical loadings on Transmission Facilities due to a change in electric power transfer from one area to another, expressed in percent (up to 100%) of the change in power transfer in the pre-contingency configuration of a system under study.

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

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

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

  • Distribution Time means the time at which the Distribution is effective on the Distribution Date.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

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

  • Transfer Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Share Distribution means a dividend payable in shares of any class or series of capital stock, Convertible Securities or other equity securities of the Corporation or any other Person.

  • Exempt Transfer means, in relation to shares held by a member:

  • 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.

  • 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.

  • 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.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Assumed Final Distribution Date The Distribution Date occurring in November 2035.

  • Transfer Date means, in relation to a transfer, the later of:

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

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

  • Distribution Company means a distribution company as defined in Section 1 of Chapter 164 of the Massachusetts General Laws.3

  • Distributor / Distribution Company means Company(ies), Firm(s), Sole Proprietorship concern(s), individual(s), Banks or any other Financial Institution appointed by the Management Company under intimation to the Trustee for performing any or all of the Distribution Functions and who are registered with MUFAP as Registered Service Providers. The Management Company may itself also performs the Distribution Function.

  • Distribution Network means a 'distribution network' as defined in Special Condition E2A of the Transporter's Licence held by each DN Operator;