Spinoff Assets definition

Spinoff Assets means the Issuer's subsidiaries AMGO iGaming AB (publ), Gaming Group Scandinavia LTD, Gaming United LTD and Ph Entertainment.
Sample 1Sample 2Sample 3
Spinoff Assets has the meaning set forth in Section 5.5(a).
Sample 1Sample 2

Examples of Spinoff Assets in a sentence

  • The items of assets and liabilities attributable to the Spin-off Assets will be determined on the basis of the spin-off balance sheet as at 1 January 2016, 0.00 hrs included in the Spin-off and Transfer Agreement in Annex 3.1 (“Spin-off Balance Sheet”).

  • From this point in time, the actions of E.ON SE relating to the Spin-off Assets will, in the relationship between E.ON SE and Uniper SE, be deemed to have been made for the account of Uniper SE (clause 2.1 of the Spin-off and Transfer Agreement).

  • Consequently, the ratio of the value of the Spin-off Assets to the value of the Acquiring Entity can be determined independently of the actual valuation object on the basis of the relationship between the participation quotas of E.ON SE (indirectly through Uniper Beteiligungs GmbH) and Uniper SE in Uniper Holding GmbH and therefore is 53.35 to 46.65.

  • The Spin-off Assets will be transferred as between E.ON SE and Uniper SE with effect from 1 January 2016, 0.00 hrs (“Spin-off Record Date”).

  • According to the documents made available to us, the information provided in respect of the Spin-off Assets is factually correct.

  • The Spin-off Assets and Liabilities shall include any and all shares and equity investments held by Deutsche Telekom AG in the companies set forth in Annex 3.5, in each case together with any and all associated rights and duties.

  • Pursuant to clause 5.3 of the Spin-off and Transfer Agreement, the parties to the agreement undertake to make all declarations, issue all documents and take all other actions that might additionally be necessary or appropriate in connection with the transfer of the Spin-off Assets.

  • Apart from that, no certain condition of the Spin-off Assets, in particular no specific qualities or value of Uniper Holding GmbH’s business have been agreed.

  • Pursuant to clause 10 of the Spin-off and Transfer Agreement, the shareholders of E.ON SE will be granted, free of charge, one no-par-value registered share in Uniper SE for ten no-par-value registered shares in E.ON SE based on their previous stake in E.ON SE (on a pro rata basis) as consideration for the transfer of the Spin-off Assets of E.ON SE to Uniper SE.

  • The portfolio of the Spin-off Assets and Liabilities as at the Execution Date shall govern the scope of the Assets.

Related to Spinoff Assets

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Assets has the meaning set forth in Section 2.1.

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Merger has the meaning set forth in the Recitals.

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Ancillary Assets means sovereign debt in the currency of denomination of the ETP Securities with an original maturity of less than one month which is rated at least A-1 by Standard & Poor's Ratings Services, and/or P-1 by Moody's Investors Service Ltd. and/or F1 by Fitch Ratings Limited.

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Related Entity Disposition means the sale, distribution or other disposition by the Company, a Parent or a Subsidiary of all or substantially all of the interests of the Company, a Parent or a Subsidiary in any Related Entity effected by a sale, merger or consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity, other than any Related Entity Disposition to the Company, a Parent or a Subsidiary.

  • Retained Asset Sale Proceeds shall have the meaning provided in Section 10.4.

  • Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

  • Replacement Assets means (1) tangible non-current assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

  • Related Business means any business in which the Company or any of the Restricted Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to such business.