Spinoff Transaction definition

Spinoff Transaction means a transaction in which the voting stock of an entity in the Participating Company Group is distributed to the shareholders of a parent corporation as defined by Section 424(e) of the Code, of such entity.

Spinoff Transaction means (a) the transfer by OPC and/or one or more of its affiliates of certain of its assets to the Borrower and/or one or more of its subsidiaries to be used by them in connection with their oil and gas business (including marketing and other related activities and services) in the State of California and (b) the distribution by OPC and/or one or more of its affiliates of more than 80.0% of Borrower’s Stock to the existing shareholders of OPC.

Spinoff Transaction means Sponsor becoming a Qualified Public Company.

Examples of Spinoff Transaction in a sentence

• The effective date of this Agreement (the “Effective Date”) shall be the effective date of the Spin-off Transaction, or such other date to which the parties agree.

• Notwithstanding the foregoing, the Company shall not transfer to APP any contracts or agreements relating to the provision of professional medical services or other such agreements and contracts that APP consents to in writing to be transferred to NewCo in the Spin-off Transaction.

• Permit or cause Titan II to engage at any time in any business or have any assets or liabilities, other than (i) its liabilities as a guarantor under the Titan II Guarantees or liabilities for which Titan II is indemnified under the Spin-off Transaction Documents, (ii) liabilities reasonably incurred in connection with the maintenance of Titan II’s corporate existence or arising from the Spin-off Transaction Documents, and (iii) indemnities from the Borrower in support of the foregoing.

• The proceeds of the Revolving Credit Loans on the Closing Date, if any, will be used to finance the Spin-Off Transaction and fees and expenses related to the Spin-off Transaction, for working capital needs and general corporate purposes.

• Permit or cause Titan II to engage at any time in any business or have any assets or liabilities, other than its liabilities as a guarantor under the Titan II Guarantees or liabilities for which Titan II is indemnified under the Spin-off Transaction Documents, liabilities reasonably incurred in connection with the maintenance of Titan II’s corporate existence or arising from the Spin-off Transaction Documents, and indemnities from the Borrower in support of the foregoing.

More Definitions of Spinoff Transaction

Spinoff Transaction means a spin off, split off or other dividend or other distribution by Ryman Parent to, or exchange with, its shareholders of securities of the Company or its successor other than in connection with a Qualified IPO, in which (i) the Company or its successor is listed on a United States national securities exchange with Equity Securities registered under Section 12(b) of the Securities Exchange Act, (ii) the Investor Member receives or owns after the Spinoff Transaction the same type and/or series of Equity Securities of the Issuer as the public shareholders and (iii) the Investor Member’s ownership interests in the Issuer would not be diluted as a result of the spin off, split off or other dividend or other distribution, or any Corporate Conversion occurring prior to such transactions.

Spinoff Transaction means a pro rata distribution by the Company to its stockholders of all or a portion of the shares of PCA or a sale or other disposition to a Person or Persons other than the Company or a Subsidiary of the Company of all or a portion of the shares of PCA or all or substantially all of the assets of PCA.

Spinoff Transaction as defined in letter (d) of Section 9.3.

Spinoff Transaction means (a) the contribution to Spinco of the assets, liabilities and equity interests of the technical, engineering and enterprise information technology services business of the Borrower and the Guarantor, (b) the distribution of the equity interests of Spinco to the equityholders of the Borrower, and (c) the other transactions ancillary to the foregoing as set forth in the material agreements (along with schedules and exhibits relating thereto), as amended from time to time, entered into in connection with clauses (a) and (b) of this definition.

Spinoff Transaction means a pro rata distribution by Buyer of capital stock of a Subsidiary of Buyer (“Spinco”) to Buyer’s stockholders in connection with the separation of its business into two publicly traded companies consisting of Buyer’s media business and Buyer’s domain services business, respectively.

Spinoff Transaction means a transaction or series of transactions pursuant to which Marathon Oil Corporation (“MOC”) transfers, or causes to be transferred, to Marathon the capital stock of certain entities holding certain assets, liabilities and operations of MOC’s crude oil and petroleum products refining, marketing and transportation business and distributes to MOC’s shareholders all of the outstanding shares of Marathon’s common stock.

Spinoff Transaction means the spinoff of the outstanding shares of the common stock of Flowers Foods by the Company to the Company's shareholders, as described in Flowers Foods' Information Statement dated as of February 9, 2001.