Spinoff Documents definition

Spinoff Documents means the Contracts previously executed or to be executed by the Company and EIS in accordance with Section 8.17 in the forms attached hereto as Exhibit C.

Spinoff Documents means all of the agreements and other documents entered into in connection with the Spinoff as contemplated hereby, including, without limitation, this Agreement and the Ancillary Agreements.

Examples of Spinoff Documents in a sentence

Amend, modify or change in any manner any term or condition of any of the Line of Business Transfer Documents or any of the Spinoff Documents (i) so that the terms and conditions thereof are less favorable to the Agent and the Lenders than the terms and conditions of such documents as of the Closing Date, or (ii) that may be reasonably likely to result in a Material Adverse Effect.
The Spin-off Documents have been duly authorized, executed and delivered by the Company and each constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles.
If the waiver of jury trial set forth in this Section 11(h) is not enforceable, then any claim or cause of action arising out of or relating to this Warrant shall be settled by judicial reference pursuant to California Code of Civil Procedure Section 638 et seq.
Waste reduction and recycling labeling program(REPEALED)SECTION HISTORYPL 1991, c.
ALT has incorporated TTI, a wholly-owned Subsidiary of ALT, for the purpose of effecting the transfer by ALT to TTI of certain assets and liabilities and operations of the Aerospace and Electronics segment of ALT (the "Line of Business Transfer") in accordance with the Spinoff Documents (as defined below).

More Definitions of Spinoff Documents

Spinoff Documents means, collectively, (i) the Form 10, (ii) the Private Letter Ruling, (iii) the Separation and Distribution Agreement, (iv) the Tax Sharing and Indemnification Agreement, (v) the Interim Services Agreement, entered into in connection with the Spinoff, between ALT and TTI, (vi) the Employee Benefits Agreement, entered into in connection with the Spinoff, between ALT and TTI, (vii) the Trademark License Agreement, entered into in connection with the Spinoff, among TII Holdings, LLC and TTI, and (viii) and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

Spinoff Documents means (i) the Proxy Statement, (ii) the Registration Statement of the Borrower on Form 10, including all amendments thereto, initially filed on July 9, 1999 with the Securities and Exchange Commission and (iii) all other documentation (including all schedules and exhibits thereto) relating to the Spinoff, including without limitation the Tax Matters Agreement, the Employee Matters Agreement and the Transition Services Agreement. "Stated Termination Date" means September 30, 2004. "Subsidiary" means any corporation or other entity in which more than 50% of its outstanding Voting Securities or more than 50% of all equity interests is owned directly or indirectly by the Borrower and/or by one or more of the Borrower's Subsidiaries. "Subsidiary Securities" means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary, whether or not constituting a "security" under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction. "Swap Agreement" means one or more agreements between the Borrower and any Lender or any affiliate of any Lender with respect to Indebtedness evidenced by any or all of the Notes, on terms mutually acceptable to Borrower and such Person, which agreements create Rate Hedging Obligations. S-30 <PAGE> 38 "Swing Line" means the revolving line of credit established by Bank of America in favor of the Borrower pursuant to SECTION 2.4. "Swing Line Loans" means loans made by Bank of America to the Borrower pursuant to SECTION 2.4. "Swing Line Note" means the amended and restated promissory note of the Borrower evidencing the Swing Line executed and delivered to Bank of America as provided in SECTION 2.3 substantially in the form of EXHIBIT F-2. "Swing Line Outstandings" means, as of any date of determination, the aggregate principal amount of all Swing Line Loans then outstanding. "Tax Matters Agreement" means the Tax Sharing Agreement dated as of September 30, 1999 between GenCorp and the Borrower providing for matters regarding Federal, state, local and foreign tax liabilities for periods prior to and including the effective date of the Spinoff. "Taxes" has the meaning therefor provided in SECTION 6.6(a). "Termination Event" means, other than the reorganization of any Employee Benefit Plan in connection with the Spinoff or Line of Business Transfer, (i) a "Reportable Event" described in Section 4043 of ERISA and the regulations issued thereunder (unless the notice requirement has...

Spinoff Documents means the Spinoff Distribution Agreement, the Spinoff Employee Benefits Agreement, the Spinoff Registration Statement, the Spinoff Tax Allocation Agreement and the Spinoff Tax Indemnification Agreement and all other agreements and documents relating to the Spinoff.

Spinoff Documents means the Distribution Agreement effecting the Spinoff, the Transition Services Agreement, the Tax Sharing Agreement, the Joint Defense Agreement, and all other documents or instruments executed pursuant thereto or in connection therewith, together with all amendments, modifications, supplements, or restatements thereof each of which is in form and upon terms satisfactory to Administrative Agent. SUBFACILITIES means, collectively, the LC Subfacility and the Swing Line Subfacility; SUBFACILITY means, any of the LC Subfacility or the Swing Line Subfacility. SUBSIDIARY of any Person means (a) any entity of which an aggregate of more than 50% (in number of votes) of the stock is owned of record or beneficially, directly or indirectly, by such Person, or (b) any partnership (limited or general) of which such Person shall at any time be the general partner or own more than 50% of the issued and outstanding partnership interests.

Spinoff Documents means the Form 10 registration statement relating to the Spinoff filed by DSS Inc. with the Securities and Exchange

Spinoff Documents means (i) the Separation and Distribution Agreement with Technip Energies dated as of January 7, 2021; (ii) the Share Purchase Agreement with Bpifrance Participations SA (“BPI”) dated as of January 7, 2021, the Relationship Agreement with Technip Energies and BPI dated as of January 7, 2021, (iii) the Commitment Letter with JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., DNB Capital, LLC, Société Générale, Sumitomo Mitsui Banking Corporation, Wexxx Xargo Bank, National Association, Wexxx Xargo Securities, LLC, Bank of America, N.A., BofA Securities, Inc., Standard Chartered Bank and The Northern Trust Company, and certain of their affiliates, dated as of January 7, 2021, providing for a $1,000.0 million first lien senior secured revolving credit facility and an $850.0 million second lien senior secured bridge loan facility and (iv) the other documents and agreements entered, or to be entered, into in connection with the Spinoff and the Transactions, and in each case of clauses (i) through (iv), as further described in the Offering Memorandum.

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