Spinoff Business definition

Spinoff Business means all of the assets constituting the automotive seating and interiors business of JCI as described in the Form 10.
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Spinoff Business has the meaning specified in the recitals hereto.
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Spinoff Business has the meaning set forth in the Spinoff Documents.
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Examples of Spinoff Business in a sentence

  • Engage in any material line of business substantially different from those lines of business conducted by the Company and its Subsidiaries on the date hereof (and, solely upon and after the consummation of the Combination, the Spinoff Business on the date of the consummation of the Combination), any other cable and other standard and nonstandard motion pictures, films, television, programming, multimedia, entertainment or education business, or any business substantially related or incidental thereto.

  • The allotment ratio with respect to each Spin-off Company was calculated by dividing the book value of the consolidated net assets (total assets minus total liabilities) of the applicable Spin-off Business by the sum of the book value of consolidated net assets of the Company before the Spin-off and the book value of its treasury shares, based on the Company’s consolidated statement of financial position as of June 30, 2013.

  • All Company Intellectual Property will be owned or available for use (as applicable) by a Company Entity on substantially similar terms and conditions immediately after the Closing, and there is no (i) Intellectual Property that is owned by, (ii) Company Owned Intellectual Property licenses to, or (iii) Intellectual Property exclusively licensed to, the Spinoff Business that is necessary for or used in the operation of the Business.


More Definitions of Spinoff Business

Spinoff Business has the meaning specified in the recitals hereto. “Standard Securitization Undertakings” means representations, warranties, covenants (including repurchase obligations) and indemnities entered into by the Borrower or any of its Subsidiaries (or, solely upon and after the consummation of the Combination Transactions, any Subsidiary of Discovery) that the Borrower or Subsidiary of Discovery, as applicable, has determined in good faith are customary for “non-recourse” accounts receivables financings or factoring or securitization financings. “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having 32 1006836498v2
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Spinoff Business has the meaning specified in the recitals hereto. “Spot Rate” for any currency shall mean the rate determined in good faith by the Administrative Agent or the applicable L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided, that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the applicable L/C Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for such currency; provided, further, that the applicable L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. “Standard Securitization Undertakings” means representations, warranties, covenants (including repurchase obligations) and indemnities entered into by the Company or any Subsidiary that the Company or such Subsidiary, as applicable, has determined in good faith are customary for “non-recourse” accounts receivables financings or factoring or securitization financings. “Sterling” and “£” mean the lawful currency of the United Kingdom. “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company and each 37
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Spinoff Business has the meaning assigned to such term in the definition of “Spinoff”.
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Related to Spinoff Business

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

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

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

  • Micro Business means a company which either:

  • Retained Businesses means all businesses now, previously or hereafter conducted by Parent, the Sellers or any of their Subsidiaries or Affiliates, other than the Business.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Group Business Entity means;

  • Alarm business means the business by any individual, partnership, corporation, or other entity of selling, leasing, maintaining, servicing, repairing, altering, replacing, moving or installing any alarm system or causing to be sold, leased, maintained, serviced, repaired, altered, replaced, moved or installed any alarm system in or on any building, structure or facility.

  • 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.

  • Similar Business means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

  • Auto business means the business or occupation of selling, repairing, servicing, storing or parking "autos".

  • Distribution Business means the business of operating and maintaining a distribution system for supplying electricity in the area of supply of the Distribution Licensee;

  • Minority Business means a business:

  • Public business means and includes all matters which relate in any way, directly or indirectly, to the performance of the public body’s functions or the conduct of its business.

  • Domestic business entity means a business entity organized under the laws of this state, including but not limited to a limited liability company as defined in section 489.102; a corporation organized pursuant to chapter 490; a nonprofit corporation organized under chapter 504; a partnership, limited partnership, limited liability partnership, or limited liability limited partnership as provided in chapter 486A or 488; or a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, or 501.

  • 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.

  • Company Business means the business of the Company as presently conducted.

  • home business means a business, service or profession carried out in a dwelling or on land around a dwelling by an occupier of the dwelling which —

  • Cannabis business means any business activity involving cannabis, including but not limited to cultivating, transporting, distributing, manufacturing, compounding, converting, processing, preparing, storing, packaging, delivering, testing, dispensing, retailing and wholesaling of cannabis, of cannabis products or of ancillary products and accessories, whether or not carried on for gain or profit.

  • food business means any undertaking, whether for profit or not and whether public or private, carrying out any of the activities related to any stage of production, processing and distribution of food;

  • 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.

  • Specified Business means a business of a kind prescribed by the regulations to be a specified business; tenant, in relation to a lease, means the person who, under the lease, is or would be entitled to occupy the premises the subject of the lease; Tribunal means the State Administrative Tribunal;

  • Excluded Business has the meaning set forth in Section ‎9.1.1.

  • Veteran-owned business means a business that is at least 51% owned by a veteran or veterans who are U.S. citizens and who control and operate the business

  • Excluded Businesses means Business types which are excluded from application for an Inter-Community Business Licence and includes those Business types referred to in Schedule “A”.

  • Resident Business or “Resident Contractor” means an entity that has a valid resident certificate issued by the NM Taxation and Revenue Department pursuant to Section 13-1-22 NMSA 1978.