Spinout Transaction definition
Spinout Transaction means the contribution or other transfer by Holdings, the Issuer or any Restricted Subsidiary of property (including Capital Stock) owned by it to any Spinout Subsidiary and the subsequent distribution of the Capital Stock of such Spinout Subsidiary to the equity holders of Holdings.
Spinout Transaction has the meaning set forth in the Recitals of this Agreement.
Spinout Transaction means the transactions in connection with the transfer of the Portfolio Assets to Spinco and the distribution to the GTI Shareholders of the Spinco Common Shares, all pursuant to the Transfer Agreement.
Examples of Spinout Transaction in a sentence
The Parties agree to issue a mutually agreed joint press release (the “Initial Press Release”) at a mutually agreed time following the closing of the Spinout Transaction.
The Company or each of its Subsidiaries has performed all obligations relating to or arising out of the Trio Spinout Transaction required to be performed by the Company or such Subsidiary.
More Definitions of Spinout Transaction
Spinout Transaction means, collectively, any series or combination of contributions, distributions and/or other transfers by Parent, the Borrower and/or any Subsidiary of property (including Equity Interests) owned by it to any Spinout Subsidiary (or to a Subsidiary in contemplation of the further contribution, distribution or other transfer of such property to any Spinout Subsidiary) and the ultimate distribution of the Equity Interests of an Ultimate Spinout Subsidiary to the equity holders of Parent; provided that (i) the aggregate Consolidated EBITDA attributable to all such property (including Equity Interests) so contributed, distributed or transferred (determined for each such contribution, distribution or other transfer at the time thereof and for the period of four consecutive fiscal quarters most recently ended on or prior to the date of the relevant contribution, distribution or other transfer for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.04(a) or (b)) shall not exceed in the aggregate for all such contributions, distributions and other transfers 15.0% of Consolidated EBITDA of Parent, the Borrower and the Subsidiaries for such period and (ii) after giving effect to such Spinout Transaction and the repayment of any Indebtedness in connection therewith, the Secured Net Leverage Ratio calculated on a pro forma basis shall not exceed the lesser of (x) 3.75 to 1.00 and (y) the Secured Net Leverage Ratio immediately prior to giving effect to such Spinout Transaction.
Spinout Transaction means, collectively, any series or combination of contributions, distributions and/or other transfers by Parent, the Borrower and/or any Subsidiary of property (including Equity Interests) owned by it to any Spinout Subsidiary (or to a Subsidiary in contemplation of the further contribution, distribution or other transfer of such property to any Spinout Subsidiary) and the ultimate distribution of the Equity Interests of an Ultimate Spinout Subsidiary to the equity holders of Parent; provided that (i) the aggregate Consolidated EBITDA attributable to all such property (including Equity Interests) so contributed, distributed or transferred (determined for each such contribution, distribution or other transfer at the time thereof and for the period of four consecutive fiscal quarters most recently ended on or prior to the date of the relevant contribution, distribution or other transfer for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.04(a) or (b) of this Agreement or the Existing Credit Agreement) shall not exceed in the aggregate for all such contributions, distributions and other transfers 15.0% of Consolidated EBITDA of Parent, the Borrower and the Subsidiaries for such period and (ii) after giving effect to such Spinout Transaction and the repayment of any Indebtedness in connection therewith, the Payment Conditions shall be satisfied.
Spinout Transaction means the contribution or other transfer by Parent, the Borrower or any Subsidiary of property (including Equity Interests) owned by it to any Spinout Subsidiary and the subsequent distribution of the Equity Interests of such Spinout Subsidiary to the equity holders of Parent; provided that (i) the Consolidated EBITDA attributable to all such property (including Equity Interests) so contributed or transferred (determined for each such contribution or transfer at the time thereof and for the period of four consecutive fiscal quarters most recently ended on or prior to the date of the relevant contribution or transfer for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.04(a) or (b)) shall not exceed, in the aggregate for all such contributions or transfers, more than 10.0% of Consolidated EBITDA of Parent, the Borrower and the Subsidiaries for the period of four consecutive fiscal quarters most recently ended on or prior to the most recent date of contribution or transfer for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.04(a) or (b) and (ii) after giving effect to such contribution or other transfer and the subsequent distribution of the Equity Interests of
Spinout Transaction means the contribution or other transfer by Parent, the Borrower or any Subsidiary of property (including Equity Interests) owned by it to any Spinout Subsidiary and the subsequent distribution of the Equity Interests of such Spinout Subsidiary to the equity holders of Parent; provided that (i) the Consolidated EBITDA attributable to all such property (including Equity Interests) so contributed or transferred (determined for each such contribution or transfer at the time thereof and for the period of four consecutive fiscal quarters most recently ended on or prior to the date of the relevant contribution or transfer for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.04(a) or (b)) shall not exceed, in the aggregate for all such contributions or transfers, more than 10.0% of Consolidated EBITDA of Parent, the Borrower and the Subsidiaries for the period of four consecutive fiscal quarters most recently ended on or prior to the most recent date of contribution or transfer for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.04(a) or (b) and (ii) after giving effect to such contribution or other transfer and the subsequent distribution of the Equity Interests of such Spinout Subsidiary to the equity holders of Parent and the repayment of any Indebtedness in connection therewith, the Secured Leverage Ratio calculated on a pro forma basis shall not be greater than the lesser of (x) 3.50 to 1.00 and (y) the Secured Leverage Ratio immediately prior to giving effect to such Spinout Transaction.
Spinout Transaction means the contribution or other transfer by Parent, the Borrower or any Subsidiary of property (including Equity Interests) owned by it to any Spinout Subsidiary and the subsequent distribution of the Equity Interests of such Spinout Subsidiary to the equity holders of Parent; provided that (i) the Consolidated EBITDA attributable to all such property (including Equity Interests) so contributed or transferred (determined for each such contribution or transfer at the time thereof and for the period of four consecutive fiscal quarters most recently ended on or prior to the date of the relevant contribution or transfer for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.04(a) or (b)) shall not exceed, in the aggregate for all such contributions or transfers, more than 10.0% of Consolidated EBITDA of Parent, the Borrower and the Subsidiaries for the period of four consecutive fiscal quarters most recently ended on or prior to the most recent date of contribution or transfer for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.04(a) or (b) and (ii) after giving effect to such contribution or other transfer and the subsequent distribution of the Equity Interests of such Spinout Subsidiary to the equity holders of Parent and the repayment of any Indebtedness in connection therewith, the Secured Leverage Ratio calculated on a pro forma basis shall not be greater than the lesser of (x) 3.50 to 1.00 and (y) the Secured Leverage Ratio immediately prior to giving effect to such Spinout Transaction.