Remainco Retained Business definition

Remainco Retained Business shall have the meaning given to the term “Ligand Retained Business” in the Separation Agreement.

Remainco Retained Business shall have the meaning set forth in the Separation Agreement. “Remainco Retained Liabilities” shall have the meaning set forth in the Separation Agreement. “Remainco RSU” means each restricted share unit representing the right to vest in and be issued Remainco Ordinary Shares by Remainco, whether granted by Remainco pursuant to a Remainco Equity Plan, assumed by Remainco in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested (which excludes any Remainco PSUs). “Remainco SEC Documents” means all registration statements, Remainco certifications and other statements, reports, schedules, forms and other documents filed by Remainco with the SEC, including all amendments thereto, since the Lookback Date. “Remainco Special Voting Shares” means special voting shares of Remainco, of nominal value $0.000001 each. “Remainco Sterling Shares” means sterling-non-voting shares of Remainco, of nominal value £1.00 each “Remainco Superior Proposal” means a bona fide written offer by a Third Party, that is not solicited in breach (other than a de minimis breach) of Section 4.5(b), to acquire, directly or indirectly, at least a majority of the outstanding Remainco Ordinary Shares or at least a majority of the assets of the Remainco Group (whether through a tender offer, merger or otherwise), that is determined by the Remainco Board, in its good faith judgment, after consultation with its financial advisors and outside legal counsel, and after considering such factors that the Remainco Board determines to be relevant, including the terms and conditions of the offer, the likelihood of consummation and other relevant information, (a) to be more favorable, from a financial point of view, to Remainco’s shareholders than the Contemplated Transactions (considering any amendments to the Transaction Documents or the Financing proposed by Xxxxxx Partner) and (b) to be reasonably likely to be completed, considering such factors that the Remainco Board determines to be relevant.

Remainco Retained Business means (i) those businesses operated by the Remainco Group prior to the Separation Effective Time other than the Spinco Business and (ii) those businesses acquired or established by or for any member of the Remainco Group after the Separation Effective Time.

Examples of Remainco Retained Business in a sentence

• If any Permit cannot be Transferred, then until such Permit terminates in accordance with its terms, the Parties shall use their reasonable best efforts to develop and implement arrangements to give to a member of the Spinco Group or a member of the Remainco Group, as applicable, the ability to continue to operate the Spinco Business or the Remainco Retained Business, as applicable, as presently conducted under the terms of any such Permit.

• Nothing contained in this Agreement shall give Merger Partner, directly or indirectly, the right to control or direct the operations of the Spinco Business (prior to the Merger Effective Time) or the Remainco Retained Business.

• With respect to any other Tax Items, Remainco and SpinCo shall cooperate in good faith to determine, and otherwise in accordance with this Agreement, which Tax Items are properly attributable to assets or activities of the Spinco Business (and in the case of a Tax Item that is properly attributable to both the Spinco Business and the Remainco Retained Business, the allocation of such Tax Item between the Spinco Business and the Remainco Retained Business).

• Each member of the Remainco Group may sublicense the rights granted in this Section 4.10(a) to its authorized distributors, vendors, subcontractors and resellers in connection with the continued operation of the Remainco Retained Business during the Transition Period.

• If any Permit cannot be transferred then until such Permit terminates in accordance with its terms, the Parties shall use their reasonable best efforts to develop and implement arrangements to pass along to the Spinco Group or Remainco Group, as applicable, the ability to continue to operate the Spinco Business or the Remainco Retained Business, as applicable, as presently conducted under the terms of any such Permit.

• Remainco, on behalf of itself and all other members of the Remainco Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Remainco or any member of the Remainco Group or the Remainco Retained Business.

More Definitions of Remainco Retained Business

Remainco Retained Business has the meaning provided in the Separation and Distribution Agreement.

Remainco Retained Business shall have the meaning set forth in the Separation Agreement. “Remainco Retained Properties” means each of the properties identified on Schedule 3 attached hereto. “Second Step Merger” shall have the meaning set forth in the Separation Agreement. “Separation” shall have the meaning set forth in the Separation Agreement. “Separation Agreement” shall have the meaning set forth in the Recitals. “Spinco” shall have the meaning set forth in the Preamble. “Spinco Asset” shall have the meaning set forth in the Separation Agreement. “Spinco Asset Transferee” shall have the meaning set forth in the Separation Agreement. “Spinco Assigned Properties” means each of the properties identified on Schedule 1 attached hereto. “Spinco Business” shall have the meaning set forth in the Separation Agreement. “Spinco Contribution” shall have the meaning set forth in the Separation Agreement. “Spinco Employee” shall have the meaning set forth in the Separation Agreement. “Spinco Group” shall have the meaning set forth in the Separation Agreement. “Spinco Properties” means each of the properties identified on Schedule 4 attached hereto. “Spinco Unit Transfer” shall have the meaning set forth in the Recitals. “Spinco Units” shall have the meaning set forth in the Merger Agreement. “Subleased Property” means each of the properties identified on Schedule 5 attached hereto. “Subsidiary” shall have the meaning set forth in the Separation Agreement. “Third Party” shall have the meaning set forth in the Merger Agreement. “Transaction Documents” shall have the meaning set forth in the Separation Agreement.