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 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.
Examples of Spinoff Transaction in a sentence
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.
Notwithstanding the preceding sentence, a Change in Control shall not include a Spinoff Transaction.
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.
The Verizon EBC did not have the proposed Spin-off Transaction reviewed and opined by an independent fiduciary as to the advisability of transferring Plaintiffs and Class members to the spin-off entity.
As of November 21, 2006, just days after the Spin-off Transaction, the proposed letters for the retirees were on hold and “there were ongoing discussions whether or not these [letters] should be sent, and there is no current plan to send them at this time.” (App.
More Definitions of Spinoff Transaction
Spinoff Transaction means Sponsor becoming a Qualified Public Company.
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 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 shall have the meaning provided in the second paragraph of this Agreement.
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 the spinoff or other creation of a subsidiary or affiliate of the Company (the "New Spinoff Entity") whose assets consist in whole or in part of a significant component of the Company's business, as approved by Equity Partners. "Subsidiary" shall mean, at any time, with respect to any Person (the "Subject Person"), (i) any Person of which either (x) more than 50% of the shares of stock or other interests entitled to vote in the election of directors or comparable Persons performing similar functions (excluding shares or other interests entitled to vote only upon the failure to pay dividends thereon or other contingencies) or (y) more than a 50% interest in the profits or capital of such Person, are at the time owned or controlled directly or indirectly by the Subject Person or through one or more Subsidiaries of the Subject Person or by the Subject Person and one or more Subsidiaries of the Subject Person, or (ii) any Person whose assets, or portions thereof, are consolidated with the net earnings of the Subject Person and are recorded on the books of the Subject Person for financial reporting purposes in accordance with GAAP. "Tax" means any Taxes and the term "Taxes" means, with respect to any person, (A) all income taxes (including any tax on or based upon net income, or gross income, or income as specially defined, or earnings, or profits, or selected items of income, earnings or profits) and all gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits taxes, alternative or add-on minimum taxes, customs duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, 8 13 additions to tax or additional amounts imposed by any taxing authority (domestic or foreign) on such Person and (B) any Liability for the payment of any amount of the type described in the immediately preceding clause (A) as a result of being a "transferee" (within the meaning of Section 6901 of the Code or any other applicable Legal Requirement) of another Person or a member of an affiliated or combined group. "Third Closing" shall have the meaning given to it in Section 2.1(c). "Third Closing Date" shall have the meaning given to it in Section 2.1(c). "Third Closing Warrants" shall mean the Series E Common Stock Warrants and Series F Common Stock Warrants to be issued by the Company at the Third Clos...
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.