Controlled Transfer definition

Controlled Transfer has the meaning set forth in the recitals to this Agreement.

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Controlled Transfer means, collectively, (i) the transfer by Parent to SpinCo of (x) 100% of the issued and outstanding equity interests of PF2 PST Services LLC and (y) 100 shares of SpinCo common stock and (ii) the transfer by Parent to SpinCo of 100% of the issued and outstanding equity interests of PF2 IP LLC, in each case, solely in exchange for Parent’s receipt of shares of SpinCo Common Stock.

Controlled Transfer means the transfer by Parent to SpinCo of all of Parent’s direct and indirect interest in the JV, which may include the transfer of all of the issued and outstanding equity of the MCK Members (as defined in the LLC Agreement), solely in exchange for Parent’s receipt of shares of SpinCo Common Stock.

Examples of Controlled Transfer in a sentence

• From the date hereof until the Distribution Effective Time, Acquiror shall cooperate in good faith with any request by Parent to obtain a private letter ruling, closing agreement or similar determination to the effect that, in whole or in part, the Controlled Transfer, the Distribution and/or the Merger will receive the Intended Tax-Free Treatment.

• SpinCo will pay its own expenses, if any, incurred in connection with the Controlled Transfer and the Distribution.

• The Merger and, to the knowledge of Echo, the Controlled Transfer and the Distribution will be consummated in accordance with the Transaction Documents (without waiver or modification of any provision thereof) and the descriptions contained in the Applicable SEC Filings.

• The Controlled Transfer and the Distribution were consummated under a single, integrated plan to be formulated, approved and adopted by the boards of directors of each of McKesson and SpinCo.

• The Controlled Transfer, the Distribution and the Merger will be consummated in accordance with the Transaction Documents, as amended (without waiver or modification of any provision thereof), and the descriptions contained in the Applicable SEC Filings.

More Definitions of Controlled Transfer

Controlled Transfer means certain transfers by McKesson of McKesson’s direct and indirect equity interests in the Joint Venture by contributing, in one or more contributions, all of the issued and outstanding equity in the McKesson Members, to SpinCo in exchange for McKesson’s receipt of SpinCo Common Stock, in accordance with the Separation Agreement, immediately after which SpinCo will hold, directly or indirectly, all of McKesson’s direct and indirect equity interests in the Joint Venture.

Controlled Transfer means the transfer of Assets and assumption of Liabilities described in Section 2.2.

Controlled Transfer means the transfer of Assets and assumption of Liabilities described in Section 2.2. “Distribution” shall have the meaning set forth in in the Recitals hereto.