Spinco Units definition
Spinco Units shall have the meaning set forth in the Merger Agreement.
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.
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.
Examples of Spinco Units in a sentence
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.
The Spinco Units are being acquired by Buyer in the Equity Sale for its own account and without a view to the public distribution or sale of the Spinco Units or any interest in them.
From and after the Merger Effective Time, the unit transfer books of Spinco shall be closed and no transfer shall be made of any Spinco Units that were issued and outstanding as of the Merger Effective Time.
As of the date hereof and as of the Merger Effective Time, all of the outstanding Spinco Units have been and will be duly authorized and validly issued, and are and will be fully paid and nonassessable and the only Equity Interests of Spinco will be the Spinco Units.
Immediately following the Distribution and the Unit Purchase, (A) there will be outstanding a number of Spinco Units determined in accordance with Section 1.6(a) and (B) no Spinco Units will be held in Spinco’s treasury.
More Definitions of Spinco Units
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.
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.
Spinco Units means units of Spinco. “Statutory Lookback Date” means January 1, 2019.
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;
Spinco Units shall have the meaning set forth in the Merger Agreement. “Stand-Up” shall have the meaning set forth in Section 1.15(a). “Stand-Up Plan” shall have the meaning set forth in Section 1.15(c). “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
Spinco Units means units of Spinco. “Statutory Lookback Date” means January 1, 2019. “Subsidiary” of any Person means any Entity at the time of determination (a) the issued and outstanding 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 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
Spinco Units means units of Spinco.