Spinoff Assets definition

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

  • The Spin-off Assets and Liabilities will be as set forth in Attachment 1 (Spin-off Statement of Financial Position) and Attachment 2 (List of Spin-off Assets and Liabilities) hereto, which were prepared as of March 31, 2021.

  • All changes pursuant to the preceding sentence shall be reflected in the Spin-off Statement of Financial Position and the List of Spin-off Assets and Liabilities.

  • Any contractual relationships relating to the Spin-off Businesses (including those relating to the Spin-off Assets and Liabilities) and any rights to security interests pledged to secure rights and obligations relating thereto will belong to the Spin-off Company.

  • Any increases or decreases in such assets or liabilities prior to the date of the Spin-off shall be reflected in the Spin-off Statement of Financial Position and the List of Spin-off Assets and Liabilities.

  • Assets and liabilities to be transferred from the Company and the value of such assets and liabilities The Spin-off Assets and Liabilities will be as set forth in Article 4, Paragraph 7 of this Spin-off Plan.

  • The final values of the specific line items of the Spin-off Assets and Liabilities referenced in the preceding subparagraph are subject to change upon the final determination of the composition of the Spin-off Assets and Liabilities.

  • Should the increase in usage become a permanent increase, then the allowance can be reviewed and re-set by Linde.

  • The above figures may be subject to change as of the date of the Spin-off upon the final determination of the Spin-off Assets and Liabilities (as defined below).

  • Pursuant to clause 1 of the Spin-off and Transfer Agreement, E.ON SE will transfer the part of its assets as specified in detail in clause 5.1 of the Spin-off and Transfer Agreement with all rights and obligations (Spin-off Assets) as a whole to Uniper SE by way of spin-off by absorption pursuant to section 123 para.

  • Pursuant to clause 10.1 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 to Uniper SE.

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.

  • Assets includes present and future properties, revenues and rights of every description;

  • 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.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Transferred Assets has the meaning set forth in Section 2.1.

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

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

  • Business Acquisition means the acquisition, by purchase or otherwise, of all or substantially all of the assets (or any part of the assets constituting all or substantially all of a business or line of business) of any Person, whether such acquisition is direct or indirect, including through the acquisition of the business of, or Capital Stock of, such Person.

  • Replacement Assets means, on any date, property or assets (other than current assets that are not purchased accounts receivable) of a nature or type or that are used in a Permitted Business (or an Investment in a Permitted Business), which shall include the controlling or majority equity interest in any Person engaged in a Permitted Business.

  • Related Business means any business that is related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the Issue Date.