Spinoff Company definition

Spinoff Company means a Participating Company which ceases to be such as a result of a Spinoff Transaction.
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Spinoff Company shall have the meaning set forth in Section 9.14;
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Spinoff Company shall have the meaning set forth in Section 9.14; (nnnnn) "Statement" shall have the meaning set forth in Section 9.10; (ooooo) "Stock Amount" shall mean an amount equal to 45% of the sum of (i) the aggregate number of Parent Common Shares outstanding as of the fifth business day prior to the Closing Date (assuming that all Parent Common Shares issuable pursuant to the Contingent Shares and Exchange Shares have been issued), (ii) any shares issued pursuant to a public offering consummated between the fifth business day prior to the Closing Date and the Closing Date, (iii) 7.5 million and (iv) the Stock Amount; (ppppp) "Sub" shall have the meaning set forth in the Preamble; (qqqqq) "Sub Convertible Debt" shall have the meaning set forth in Section 1.7(a)(ii); (rrrrr) "Subsidiaries" shall mean, with respect to any person, each of the direct or indirect subsidiary of such person; (sssss) "Tax Audit" shall have the meaning set forth in Section 8.7; (ttttt) "Tender Number" shall have the meaning set forth in Section 6.2(c); (uuuuu) "TKTM Agreements" shall have the meaning set forth in Section 3.2; (vvvvv) "Transactions" shall have the meaning set forth in the Preamble; (wwwww) "Transferee" shall have the meaning set forth in Section 6.1; (xxxxx) "Transition Services Agreement" shall have the meaning set forth in Section 9.4; (yyyyy) "Unit" shall mean one LLC Share and one Preferred Share; (zzzzz) "UT Contributed Business" shall have the meaning set forth in Section 1.5; (aaaaaa) "U-TV Assets" shall have the meaning set forth in Section 9.10(b); (bbbbbb) "U-TV's EBITDA" shall have the meaning set forth in Section 9.10(b).
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Examples of Spinoff Company in a sentence

  • 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.

  • Prior to effecting the Spinoff, Parent shall enter into ten-year affiliation agreements with the Spinoff Company that will provide that the Spinoff Company shall broadcast programming produced by Parent on customary terms and conditions, including arm's-length payment obligations.

  • The Spin-Off has been conducted and completed by lawfully and validly taking all measures which are necessary to sever the joint liabilities of the Surviving Company and the Newly Incorporated Spin-off Company under relevant Law and, accordingly, after the Spin-Off, the Newly Incorporated Spin-off Company’s liabilities shall be discharged at the Newly Incorporated Spin-off Company’s sole responsibility and expense and the Company shall be released from and against such liabilities.

  • After the Spin-Off, all liabilities and responsibilities related to the Non-Target Businesses shall be solely attributed to the Newly Incorporated Spin-off Company and the Company shall not bear any liabilities or responsibilities in relation thereto.

  • There is no asset, contract, or officer or employee transferred to the Newly Incorporated Spin-off Company under the Spin-Off that is either used exclusively or primarily for the Target Businesses or commonly used for both the Target Businesses and Non-Target Businesses.

  • The Company’s rights, obligations, assets and liabilities have been transferred to the Newly Incorporated Spin-off Company as stipulated in the Spin-Off plan.

  • The initial exercise price of the Spin-Off Warrants will be determined by dividing $50 million by the number of shares of common stock of Spin-Off Company outstanding immediately after the Spin-Off, excluding any shares issued in connection with a financing of Spin-off Company after the date hereof.

  • Buyer shall have satisfied itself, in its reasonable discretion, that at the Closing Date, the Spinoff Company has achieved in all material respects Operational Readiness.

  • The balance sheet of the Spin-off Company 1 and Spin-off Company 2 that will be taken as a basis for the partial de-merger transaction has been prepared by taking as a basis the records in its statutory books dated 31.12.2020 and a copy that was audited and approved by the Board of Directors of Spin-off Company 2 and signed by the Board of Dirctors of Spin-off Company 1 has been attached hereto (Annex-4).

  • The Surviving Corporation agrees to release any employee of the Spin-off Company who was an employee of the Surviving Corporation immediately prior to the Spin-off from any agreement not to compete with the Surviving Corporation or from any agreement that would prohibit such employee from being employed by the Spin-off Company.


More Definitions of Spinoff Company

Spinoff Company has the meaning specified in Section 7.5(a).
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