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; (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). 13.2.
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Spinoff Company has the meaning specified in Section 7.5(a).
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Examples of Spinoff Company in a sentence

  • 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 Committee shall make such adjustments as it determines to be appropriate, considering the economic effect of the distribution or sale on the interests of the Company’s shareholders and the Participants in the businesses operated by the Spinoff Company, and subject to the proviso that any such adjustments or new options shall not be made or granted, respectively, that would result in subjecting the Plan to variable plan accounting treatment.

  • The Committee shall make such adjustments as it determines to be appropriate, considering the economic effect of the distribution or sale on the interests of the Company’s shareholders and the Participants in the businesses operated by the Spinoff Company.

  • Notwithstanding any other provision of this Section, a Participant’s Service shall not be deemed to have terminated merely because the Participating Company for which the Participant renders Service ceases to be a member of the Participating Company Group by reason of a Spinoff Transaction, nor shall Service be deemed to have terminated upon resumption of Service from the Spinoff Company to a Participating Company.

  • The term "Company" will mean (i) Liberty if and while common stock of which it is the issuer is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, or (ii) any "Spin-Off Company" if and while common stock of which it is the issuer is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and a majority of Liberty's directors then in office constitute a majority of the Board of Directors of such Spin-off Company.

  • The Committee shall make such adjustments as it determines to be appropriate, considering the economic effect of the distribution or sale on the interests of the Company's shareholders and the Participants in the businesses operated by the Spinoff Company.

  • 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.

  • For all purposes under this Plan, a Participant's Service shall include Service, whether in the capacity of an Employee, Director or a Consultant, for the Spinoff Company provided a Participant was employed by the Participating Company Group immediately prior to the Spinoff Transaction.

  • Notwithstanding any other provision of this Section, an Optionee’s Service shall not be deemed to have terminated merely because the Participating Company for which the Optionee renders Service ceases to be a member of the Participating Company Group by reason of a Spinoff Transaction, nor shall Service be deemed to have terminated upon resumption of Service from the Spinoff Company to a Participating Company.

  • For all purposes under this Agreement, the Optionee’s Service shall include Service, whether in the capacity of an Employee, Director or a Consultant, for the Spinoff Company provided the Optionee was employed by the Participating Company Group immediately prior to the Spinoff Transaction.


More Definitions of Spinoff Company

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

  • 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.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • QFII means a qualified foreign institutional investor approved pursuant to the relevant PRC regulations (as amended from time to time).

  • Distribution Company means a distribution company as defined in Section 1 of Chapter 164 of the Massachusetts General Laws.3

  • SpinCo shall have the meaning set forth in the Preamble.

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

  • Comcast means Comcast Corporation, a Pennsylvania corporation.

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • Combined Company means Holdco and its consolidated subsidiaries after giving effect to the Business Combination.

  • ITC (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants with all information needed to prepare their Proposals.

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • RQFII means a Renminbi qualified foreign institutional investor approved pursuant to the relevant PRC regulations (as amended from time to time).

  • Roll-Up Entity means a partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

  • Cendant means Cendant Corporation, a Delaware corporation.

  • Co-pilot means a pilot operating other than as pilot-in-command, on an aircraft for which more than one pilot is required, but excluding a pilot who is on board the aircraft for the sole purpose of receiving flight instruction for a licence or rating.

  • Generating Company means any company or body corporate or association or body of individuals, whether incorporated or not, or artificial juridical person, which owns or operates or maintains a generating station;

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Wireline means a cable containing one or more electrical conductors which is used to lower and raise logging tools in the well-bore.

  • mixed-activity holding company means a parent undertaking, other than a financial holding company or an institution or a mixed financial holding company, the subsidiaries of which include at least one institution;

  • Group Entity means any of the Company and Subsidiaries of the Company.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Group Business Entity means;

  • Brands means the Sprint PCS Brands and the Sprint Brands.