Spinoff Transactions definition

Spinoff Transactions means the Spinoff and the other transactions to be effected on the Effective Date pursuant to the Spinoff Documents and in furtherance of on the Effective Date, including (i) the purchase by BPI from the Issuer of a number of Technip Energies shares representing up to 17.25% of the total number of Technip Energies shares outstanding immediately following the Distribution for a purchase price of $200.0 million, (ii) the entry into the RCF Credit Agreement, (iii) allocation of cash and cash equivalents between the Issuer and Technip Energies in accordance with the Spinoff Documents, (iv) the reorganization of the RemainCo Group and (v) the refinancing, repayment, redemption and/or cancellation of the Spinoff Refinancing Debt, in each case, as further described in the Offering Memorandum.
Spinoff Transactions means the transactions consummated in connection with the “distribution” of ordinary shares of the Parent Guarantor to shareholders of Covidien plc and the “separation” of Covidien plc’s pharmaceuticals business as set forth in (and as such terms are defined in) the Registration Statement.
Spinoff Transactions means (i) any transaction described in the Form 10; (ii) the filing and distribution of the Form 10, and the distribution of equity interests in the Parent to the shareholders of Pentair on a tax-free basis in connection with the consummation of the Spinoff; (iii) the entry into of this Agreement and the credit facilities evidenced hereby, (iv) the incurrence of Debt in respect of the Senior Notes, which notes (1) upon the occurrence of the Spinoff, shall not be guaranteed by an person or entity other than the Parent, (2) shall be in an aggregate principal amount not to exceed $1,000,000,000, (3) shall have covenant and default provisions that are not materially more restrictive, when taken as a whole, than those set forth in this Agreement, as reasonably determined in good faith by the Company, (4) shall not include any financial maintenance covenant, (5) shall include customary provisions concerning redemption and offers to purchase and (6) shall not require any amortization payments; and (v) the payment of fees and expenses and other costs incurred in connection with the foregoing (such fees, expenses and other costs, the “Transaction Expenses”).

Examples of Spinoff Transactions in a sentence

  • Notwithstanding anything herein to the contrarythe Holder’s participation in the Spin-off Distribution shall not cause the Holder to beneficially own (calculated in accordance with Section 13(d) of the 1934 Act) in excess of 9.99% of the shares of common stock (or other comparable common capital, as applicable) (the “ Spin-off Common Stock”) of the company resulting from the Spin-off Transactions (such 9.99% limitation, the “Spin-off Maximum Percentage”).

  • Notwithstanding anything herein to the contrary the Holder’s participation in the Spin-off Distribution shall not cause the Holder to beneficially own (calculated in accordance with Section 13(d) of the 1934 Act) in excess of 9.99% of the shares of common stock (or other comparable common capital, as applicable) (the “ Spin-off Common Stock”) of the company resulting from the Spin-off Transactions (such 9.99% limitation, the “Spin-off Maximum Percentage”).

  • Paul Weiss is listed as notice counsel for both Honeywell and Garrett entities in several Spin-off Transactions.

  • These Spin-off Transactions culminated in the October 1, 2018 spin-off of Garrett, in which Garrett Motion Inc.

  • The Town of Malone adopted an ordinance to provide for the establishment and/or expansion of wireless telecommunications services while protecting neighborhoods and minimizing the adverse visual and operational effects through careful design, siting and screening.

  • Su Ping Lu signed many of the key documents implementing the Spin-off Transactions on behalf of both Honeywell and Garrett entities.

  • She was also ostensibly the President and sole director of several of the Garrett entities in September 2018 when the Spin-off Transactions were being implemented.

  • Except for the assignment of division rights to Rhino with such property in connection with the Spinoff Transactions, the Company has not assigned or conveyed any division or redivision rights under the Land Division Act and which are associated with its real property.

  • At the same time, Su Ping Lu served as a director or in an executive capacity on behalf of several Honeywell-affiliated entities throughout the negotiation and execution of the Spin-off Transactions, including in her capacity as Assistant General Counsel and Assistant Corporate Secretary for Honeywell International.

  • Reasons for and the benefits of the Mergers and the Proposed Spin-off With reference to the Letter from the Board, the Mergers and the Proposed Spin-off Transactions would (i) improve the liquidity position of the Remaining Group; (ii) unlock the value of GDI; (iii) reduce future capital commitment from the Remaining Group; (iv) boost publicity of GDI following listing on Nasdaq; and (v) facilitate expansion into sensitive industries.

Related to Spinoff Transactions

  • Spin-Off Transaction means a distribution by the Company to its shareholders of all or any portion of the securities of any Subsidiary of the Company.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Mergers has the meaning set forth in the Recitals.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness (other than Working Capital Borrowings and other than for items purchased on open account or for a deferred purchase price in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member; (b) issuances of equity interests of any Group Member (including the Common Units sold to the IPO Underwriters in the Initial Public Offering) to anyone other than the Partnership Group; (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business and (ii) sales or other dispositions of assets as part of normal retirements or replacements; and (d) capital contributions received by a Group Member.

  • Separation Transactions has the meaning set forth in the Separation and Distribution Agreement.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Business Combination Transaction means:

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Card Transactions means any payment made for goods or services, cash withdrawals from a bank or financial institution (including ATM withdrawals) or transfer of funds made through the use of the Card or the Card number.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • De Minimis Transaction means a transaction in an equity security (or an equivalent security) which is equal to or less than 300 shares, or is a fixed-income security (or an equivalent security) which is equal to or less than $15,000 principal amount. Purchases and sales, as the case may be, in the same security or an equivalent security within 30 days will be aggregated for purposes of determining if the transaction meets the definition of a De Minimis Transaction.

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • Sale Transaction has the meaning set forth in Section 3(a).