Spinco Units definition

Spinco Units shall have the meaning set forth in the Merger Agreement. “Subsidiary” shall have the meaning set forth in the Separation Agreement. “Tax” shall have the meaning set forth in the Tax Matters Agreement. “Tax Matters Agreement” shall have the meaning set forth in the Separation Agreement. “Trading Day” shall mean the period of time during any given day, commencing with the determination of the opening price on the NYSE and ending with the determination of the closing price on the NYSE, in which trading and settlement in Remainco Ordinary Shares or Merger Partner Common Stock are permitted on the NYSE. “Transaction Documents” shall have the meaning set forth in the Separation Agreement. “Upfront Cash Award Payment” shall have the meaning set forth in the Separation Agreement.
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Spinco Units shall have the meaning set forth in the Merger Agreement. “Subsidiary” of any Person means any corporation, general or limited partnership, joint venture, limited liability company, limited liability partnership or other Person that is a legal entity, trust or estate of which (or in which) at the time of determination (a) the issued and outstanding capital stock or other equity interests having ordinary voting power to elect a majority of the board of directors (or a majority of another body performing similar functions) of such corporation or other Person (irrespective of whether at the time capital stock or other equity interests of any other class or classes of such corporation or other Person shall or might have voting power upon the occurrence of any contingency), (b) more than fifty percent (50%) of the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) more than fifty percent (50%) of the beneficial interest in such trust or estate, is directly or indirectly owned by such Person; provided that (i) each member of the Spinco Group shall be a Subsidiary of Remainco (and not of Merger Partner) until the Distribution Effective Time and a Subsidiary of Merger Partner (and not of Remainco) from and after the Distribution Effective Time and (ii) neither Remainco or any of the members of the Remainco Group shall be considered a Subsidiary of Delta. “Systems Separation” shall have the meaning set forth in Section 1.15. “Tax” or “Taxes” shall have the meaning set forth in the Tax Matters Agreement. “Tax Attributes” means, with respect to any Tax, any tax basis, net operating loss carryovers, net capital loss carryovers, credits and similar Tax Items. “Tax Authority” shall have the meaning set forth in the Tax Matters Agreement. “Tax Benefit” shall have the meaning set forth in the Tax Matters Agreement. “Tax Item” shall have the meaning set forth in the Tax Matters Agreement. “Tax Matters Agreement” means the Tax Matters Agreement by and among Remainco, Spinco and Merger Partner, dated as of the date hereof, and attached hereto as Exhibit N. “Tax Records” shall have the meaning set forth in the Tax Matters Agreement.
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Spinco Units means units of Spinco. “Statutory Lookback Date” means January 1, 2019.
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Examples of Spinco Units in a sentence

  • In connection with the arrangement and the listing, Spinco is completing a private placement of a minimum of 5,000,000 units of Spinco and maximum of 15,000,000 Spinco Units at a price of $0.10 per Spinco Unit for minimum aggregate gross proceeds of$500,000 and maximum aggregate gross proceeds of $1,500,000.

  • In connection with the Spin-Out, Spinco intends to complete a non-brokered private placement of a minimum of 5,000,000 units of Spinco ("Units") and a maximum of 15,000,000 Units at a price of $0.10 per Unit for minimum aggregate gross proceeds of $500,000 and maximum aggregate gross proceeds of $1,500,000.

  • Secondly, it is remarkable the presence of Code 8, which is the reflection of the company’s values.

  • This ensures no overall net increase in nitrates within the Solent and thereby allow a development to achieve nutrient neutrality.

  • Shareholder irrevocably waives, and agrees not to exercise, any dissenters’ rights or rights of appraisal that Shareholder may have under applicable Law with respect to Covered Shares or the Spinco Units that Shareholder will receive in the Distribution.


More Definitions of Spinco Units

Spinco Units shall have the meaning set forth in the Merger Agreement. “Straddle Period” means any Tax Period that begins on or before and ends after the Distribution Date. “Subsidiary” shall have the meaning set forth in the Separation Agreement. “Tax” or “Taxes” means (a) any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, escheat or unclaimed property liability, customs, duties, alternative minimum, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any governmental entity or political subdivision thereof, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing and (b) all liabilities in respect of any items described in clause (a) payable by reason of assumption, transferee or successor liability, operation of Law or Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law), in each case, including any Taxes resulting from an Adjustment. “Tax Advisor” means a tax counsel or accountant of recognized standing in the relevant jurisdiction. “Tax Attribute” means a net operating loss, net capital loss, investment credit, foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could affect a Tax. “Tax Authority” means, with respect to any Tax, the Governmental Authority that imposes such Tax and the agency (if any) charged with the collection of such Tax for such entity or subdivision. “Tax Benefit” means any refund, credit, or other reduction in otherwise required Tax payments that is actually received in cash (or an actual reduction in cash payments for Taxes) by a Company as a result of a Loss in the same year as such Loss was incurred (determined on a “with and without” basis with items related to the Loss being the last items counted), net of reasonable expenses related to the Tax Benefit.
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Spinco Units shall have the meaning set forth in the Merger Agreement. “Subleased Property” means each of the properties identified on Schedule 5 attached hereto. “Subsidiary” shall have the meaning set forth in the Separation Agreement. “Third Party” shall have the meaning set forth in the Merger Agreement. “Transaction Documents” shall have the meaning set forth in the Separation Agreement.
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Spinco Units means the units of Spinco to be issued pursuant to the Arrangement Agreement, each Spinco Unit consisting of one Spinco Share and one half of one share purchase warrant;
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Related to Spinco Units

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

  • Company Units has the meaning set forth in the Recitals.

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

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

  • LLC Units has the meaning set forth in the LLC Agreement.

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

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

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

  • Common Units is defined in the Partnership Agreement.

  • 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 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 Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.

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

  • Units means the units of the Company, each comprised of one share of Common Stock and one-half of one Warrant.

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

  • Covered Units means: (i) during the period of the Employee’s employment with the Corporation, each business unit of the Corporation; and (ii) following the Employment Termination Date, each business unit of the Corporation in or for which the Employee was employed or to which the Employee provided services or about which the Employee obtained or had access to Confidential Information, in each case of this clause (ii) at any time within the twenty-four (24)-month period prior to the Employment Termination Date. The Employee acknowledges and agrees that if the Employee is or was employed at a segment level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of such segment; and if the Employee is or was employed at the corporate/headquarters level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of the Corporation.

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

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

  • SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.

  • Company RSUs means any restricted stock units granted under any of the Company Equity Plans.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Initial Units means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as of the date of this Agreement.

  • Co-op Shares Shares issued by private non-profit housing corporations.