Spinoff Agreement definition
Examples of Spinoff Agreement in a sentence
This applies accordingly for any gaps in this Spin-off Agreement.
Prior to any Spin-off Distribution, the Investor shall, and the Company shall cause the Spin-off Company to, enter into an agreement memorializing the Spin-off Agreement.
Other assets, legal relationships, rights, data or liabilities, especially the assets expressly excluded from the transfer pursuant to section 8 of this Spin-off Agreement, are not transferred by this Spin-off Agreement.
Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement and each Spin-off Agreement during the course of dispute resolution pursuant to the provisions of this Article V with respect to all matters not subject to such Dispute.
Unless otherwise required by applicable Law, the Parties will characterize any Indemnity Payment made pursuant to this Agreement or any Spin-off Agreement in the same manner as if such payment were a contribution made by Greatbatch to Nuvectra or as a distribution made by Nuvectra to Greatbatch, as the case may be, immediately before the Distribution Time.
The Spinoff Agreement shall provide that if Parent (or the Surviving Corporation or any other Subsidiary of Parent after the Effective Time) converts any Company Indebtedness (other than Company Convertible Notes that are included in the calculation of the Exchange Ratio) into equity during the six (6) month period after closing, Parent will issue shares of the same class of stock issued in connection with such conversion to the Parent California Subsidiary.
The Spin-off Assets of ▇▇▇▇ ▇▇▇▇▇▇▇▇ SE include exclusively those assets, legal relationships, rights, data and liabilities described in more detail below in section 4 to section 11 of this Spin-off Agreement.
The Spinoff shall have occurred or shall be expected to occur simultaneously with or after the Merger and Parent shall have reasonably determined in good faith that the Spinoff will not result in any material Tax Liability (which is to be a Liability of the Parent California Subsidiary after the Spinoff pursuant to the terms of the Spinoff Agreement).
Other assets, legal relationships, rights, data or liabilities, especially the assets expressly excluded from the trans- fer pursuant to section 12 of this Spin-off Agreement, are not transferred by this Spin-off Agreement.
Notwithstanding the foregoing, subject to Section 8.12 of the Spinoff Agreement, the net operating losses of the Parent California Subsidiary shall follow such Subsidiary after the Spinoff to the extent permitted under applicable Law.