Spinoff Company definition

Spinoff Company means a Participating Company which ceases to be such as a result of a Spinoff Transaction.

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

Spinoff Company shall have the meaning set forth in Section 9.14;

Examples of Spinoff Company in a sentence

• It was problematic to define the boundaries of the SIE-field; there are several related phenomena that are part of the discourse around LEE but which are not included in this study (energy storage and flexibility/balancing services).

• The Committee may make adjustments in the number and kind of shares or other securities to be issued under the Plan (under outstanding Awards and Awards to be granted in the future), the exercise price of Options, and other relevant provisions, and, without limiting the foregoing, may substitute securities of a Spinoff Company for securities of the Company.

• The excess pore pressures were allowed to dissipate with time during the analyses.

• Assets and liabilities The Proposed A-Share Listing will increase the number of shares of the Spin-off Company and raise corresponding funds.

• 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.

• 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.

• 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.

• All requirements for the MASc degree must be satisfactorily completed within 3 years (full-time) or 6 years (part-time) from first enrolment.

• FINANCIAL EFFECTS OF THE PROPOSED SPIN-OFF ON THE GROUP The Spin-off Company will continue to be an indirect non-wholly owned subsidiary of the Company upon completion of the Proposed Spin-off.

• The KDIC will also become the largest shareholder of the Spin-off Companies (as defined below) with a 56.97% equity ownership in each Spin-off Company.

More Definitions of Spinoff Company

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).