Conexant Spin-off definition

Conexant Spin-off means any entity that is a successor of any portion of the business of Conexant resulting from a spin-off, sale, or divestiture of such business, regardless of whether Conexant retains an equity or ownership interest in such entity. Without limiting the foregoing, the Parties agree and acknowledge that Mindspeed Technologies and Conexant's wireless business (which is referred to within Conexant as "LeaderCo") are, or upon the date of divestiture will be, Conexant Spin-offs.
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Conexant Spin-off shall have the meaning set forth in Section 5.03(b)(iii).
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Conexant Spin-off means any entity that is a successor of any portion of the business of Conexant resulting from a spin-off, sale, or divestiture of such business, regardless of whether or not Conexant retains an equity or ownership interest in such entity. Without limiting the foregoing, the Parties agree and acknowledge that Mindspeed Technologies and Conexant's wireless business (which is referred to within Conexant as "LeaderCo") are, or upon the date of divestiture will be, Conexant Spin-offs. Notwithstanding the foregoing, a third party that has its own existing business or businesses and that purchases all or substantially all of the assets of a Conexant business unit, division, or operation, or a majority of the securities of any Conexant Affiliate, will not be considered a Conexant Spin-off.
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Examples of Conexant Spin-off in a sentence

  • In the event of a Change in Control (as defined below) of Conexant or a Conexant Spin-off, the licenses (or sublicenses) granted to Conexant or the Conexant Spin-off (as the case may be) under or pursuant to this Agreement will continue, subject to the following limitation.

  • Notwithstanding anything to the contrary contained herein, to the extent that the licenses granted in Section 2 relate to Process Technology, if Conexant sells or spins off the business currently conducted by the division within Conexant known as "ImagerCo", any sublicense granted to the purchaser of such business or the Conexant Spin-off that carries on such business must exclude Specialty Process Technology.

  • Except as provided below and in Section 10.8, in no event may Conexant, or any Conexant Affiliate or Conexant Spin-off assign, sublicense, or otherwise transfer any of its rights under the license granted in Section 2 without the express, prior written consent of Company, which consent may be withheld in the sole discretion of Company.

  • Conexant further acknowledges and agrees that, notwithstanding Section 10.8 below, in no event may any assignment have the effect of assigning any rights in or to the Specialty Process Technology to any Conexant Spin-off of ImagerCo, or any direct or indirect acquiror of all or any part of the assets or securities of any Conexant Spin-off of ImagerCo.

Related to Conexant Spin-off

  • Spin-Off shall have the meaning specified in Section 14.04(c).

  • RemainCo shall have the meaning set forth in the Preamble.

  • SpinCo shall have the meaning set forth in the Preamble.

  • Spin-Off Date means the date on which the Spin-Off occurs.

  • IOSCO means the International Organisation of Securities Commissions.

  • 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.

  • SHC means Sears Holdings Corporation.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • QFII means a qualified foreign institutional investor approved pursuant to the relevant PRC regulations (as amended from time to time).

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

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • 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.

  • Spin-Off Documents means the Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by any of the foregoing.

  • Cooling Off Period means the duration of time counted from the date when the direct seller and the direct selling entity enter into an agreement and ending with the date on which the contract is to be performed and within which direct seller may repudiate the agreement without being subject to penalty for breach of contract.

  • Effective Time has the meaning set forth in Section 2.2.

  • Off-Peak Period means the period during which the demand on an electric utility system is not at or near its maximum. For the purpose of this section, the off-peak period includes all hours that are not in the peak period.

  • Run-off means any rainwater, leachate, or other liquid that drains over land from any part of a facility.

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Separation Time means the close of business on the tenth Trading Day after the earlier of:

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • IAC means IAC/InterActiveCorp, a Delaware corporation.

  • Reverse Split has the meaning set forth in Section 5.21.

  • Voting Share Reduction means an acquisition or redemption by the Corporation of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the proportionate number of Voting Shares Beneficially Owned by any Person to 20% or more of the Voting Shares then outstanding; and

  • Topco has the meaning set out in the Preamble;

  • Off-Peak means, in relation to any Passenger Service, the period of time outside of the Peak;