Company Split definition

Company Split means the split of the Shares that occurred on March 5, 2018, pursuant to which each pre-split Share was exchanged for two post-split Shares;
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Company Split has the meaning ascribed to it in Section 2.1(c). “Current Assets” means all accounts receivables and inventories of the Volt Business (excluding for the avoidance of doubt any Cash) calculated in accordance with, and in a manner consistent with, the Accounting Principles. “Current Liabilities” means all accounts payables of the Volt Business and the accrued liabilities equal to the amount by which the aggregate amount of the purchase prices set forth in Section 2.1 of the respective Volt Business Transfer Agreements exceeds the purchase price set forth in Section 2.1 of the Non-Volt Business Transfer Agreement (excluding for the avoidance of doubt any accrued expenses or any Indebtedness of the Volt Business) calculated in accordance with, and in a manner consistent with, the Accounting Principles. - 2 - “Data Room” means the virtual data room operated by Intralinks, Inc. containing documents and written information relating to the Volt Business made available by Seller to Purchaser. “Deductible” has the meaning ascribed to it in Section 9.6(b)(ii). “Disclosure Letter” has the meaning ascribed to it in Section 6.1. “Financial Statements” has the meaning ascribed to it in Section 6.1(f). “Fairly Disclosed” means disclosed, with sufficient detail and in a sufficiently clear manner to reasonably identify for a reasonable Person the nature and scope of the matter disclosed, and the likelihood and financial impact thereof. “Fundamental Warranties” means the representations and warranties made by Seller in Sections 6.1(a), 6.1(b) and 6.1(c). “GAAP” means generally accepted accounting principles in the relevant country or region in effect from time to time. “Governmental Authorities” means any court, governmental authority, governmental body, or other regulatory or administrative agency, authority or commission of any government of any country, or a self-regulatory organization in any country. “Governmental Authorization” means any (a) approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law, (b) right granted, given or otherwise made under any contract with any Governmental Authority or (c) notice or other regulatory filing submitted with any Governmental Authority. “Indebtedness” means (a) all indebtedness of the Volt Business, whether or not contingent, for borrowed money, evidenced by notes, debentures or similar instru...
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Company Split has the meaning ascribed to such term in the Recitals.
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Examples of Company Split in a sentence

  • The Company shall cause the Company Split Adjustment to be implemented prior to or concurrently with the Closing and shall deliver to SPAC copies of all documents effectuating and evidencing the same.

  • The Company shall reasonably consult with SPAC and its advisors concerning the Company Split Adjustment.

  • The Company Split Adjustment shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change, in each case with respect to Class A Common Stock and Founder Shares occurring on or after the date hereof and prior to the Company Split Adjustment.

  • There has been no material pollution, contamination or leakage or release of hazardous substances exceeding the limits permitted under applicable environmental Laws, with respect to the real properties to be used by NewCo, the assets to be transferred to NewCo under the Company Split and the assets owned or used by NTPH.

  • Seller shall (x) obtain from the proper Regional District Office of the Bureau of Internal Revenue of the Philippines the CAR on the transfer of the NTPH Shares from Seller to NewCo under the Company Split, and (y) deliver such CAR to NewCo as soon as practicable.

  • Promptly upon obtaining the CAR relating to the transfer of the NTPH Shares from Seller to NewCo under the Company Split, Purchaser shall cause NTPH to record in NTPH’s stock transfer book the transfer of the NTPH Shares from Seller to NewCo.

  • If the ownership of the electrical distribution system on the Reserve is determined by both Hydro and Split Lake Cree to be feasible, and is desirable to Split Lake Cree, then after the formation of Split Lake Cree Distribution Company, Split Lake Cree will cause Split Lake Cree Distribution Company to purchase the then existing electrical distribution system on the Reserve, or such portion thereof as is agreed upon by Split Lake Cree and Hydro.

  • Purchaser shall be responsible for the payment of any transfer Taxes, levies, charges and fees, including any interest, penalty, or additional amount , payable by reason of the transactions contemplated in this BTA Korea (excluding, however, any of such payments relating to the Company Split or other payment payable by reason solely attributable to Seller or its Affiliates) and reimburse Seller for any such payments made by Seller.

  • Any permissions, authorizations, approvals, registrations and notifications held by Party A as of the Base Point that can be succeeded through the Company Split under laws and regulations.

  • Purchaser shall be responsible for the payment of any transfer Taxes, levies, charges and fees, including any interest, penalty, or additional amount, payable by reason of the transactions contemplated in this BTA Hong Kong (excluding, however, any of such payments relating to the Company Split or other payment payable by reason solely attributable to Seller or its Affiliates) and reimburse Seller for any such payments made by Seller.


More Definitions of Company Split

Company Split shall have the meaning ascribed to such term in paragraph B of the Recitals.
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Company Split means the company split (kaisha bunkatsu) transaction under the Commercial Code, which will be conducted as a draw down split (butteki bunkatsu), and as a result of which the Company will be established and the Company will assume the Business from NECY in accordance with this Agreement.
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Company Split has the meaning ascribed to it in Section 2.1(c).
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Company Split means an absorption-type corporate split (kyūshū bunkatsu) to be consummated by Seller and Purchaser in accordance with the terms and conditions of this Agreement and the Company Split Agreement.
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Related to Company Split

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).