External Spin definition

External Spin means the Contribution and Distribution, taken together.
External Spin means the distribution to the holders of shares of RemainCo common stock of all of the outstanding shares of SpinCo common stock.

Examples of External Spin in a sentence

  • Although Xxxxxxxx intends to effect the External Spin, the parties agree that Xxxxxxxx is under no obligation to effect the External Spin at any time.

  • Any indebtedness owed by Controlled to Distributing after the External Spin- Off will not constitute stock or securities.

  • If Xxxxxxxx is required under the Code to allocate to the WPX Group or any of its members any carryovers of any losses, credits or other Tax Attributes to periods following the External Spin, Xxxxxxxx shall not be entitled to reimbursement from WPX by reason of such carryover.

  • Immediately preceding the External Spin (described in step (vi), below), Controlled 2 will transfer approximately o shares of "restricted" Controlled 2 common stock to approximately p senior management employees, representing approximately q percent of the approximately r million shares of Controlled 2 common stock expected to be outstanding upon the consummation of the External Spin (the "Outstanding Stock").

  • The holding period of the Distributing 1 stock in the hands of the Distributing 2 shareholders will include the holding period of the Distributing 2 (as successor to Oldco) shares with respect to which the shares are received, provided the Distributing 2 shares are held as capital assets by the Distributing 2 shareholders on the date of the External Spin (section 1223(1)).

  • Additionally, promptly following the External Spin, Controlled 2 will grant options to acquire s shares of Controlled 2 common stock to approximately t senior and middle management employees, representing approximately u percent of the Outstanding Stock.

  • Distributing 2 will distribute to its shareholders, pro rata, all of the outstanding stock of Controlled 2 (the "External Spin").

  • Except for cash payments in lieu of fractional shares of Distributing 1, no gain or loss will be recognized to, and no amount will be included in the income of, the Distributing 2 shareholders in the External Spin (section 355(a)(1)).

  • The monitoring procedures and their effectiveness should be reviewed periodically.

  • The overlap of directors is not inconsistent with any of the corporate business purposes motivating the External Spin- Off.

Related to External Spin

  • External User means a user of an Online Service that is not an employee, onsite contractor, or onsite agent of Customer or its Affiliates.

  • external company means a foreign company that is carrying on business, or non-profit activities, as the case may be, within the Republic, subject to section 23(2);

  • external borders means external borders as defined in point 2 of Article 2 of Regulation (EU) 2016/399;

  • Internal Distribution has the meaning set forth in the recitals hereof.

  • External Directors means directors appointed and serving in accordance with Sections 239 through 249 of the Companies Law.

  • external wall means an outer wall of a building even though adjoining to a wall of another building and also means a wall abutting on an interior open space of a building;

  • Internal Systems means the internal systems of each of the Corporation that are presently used in its Business or operations, including, computer hardware systems, software applications and embedded systems.

  • External dose means that portion of the dose equivalent received from any source of radiation outside the body.

  • Internal Use means use of the Sprinklr Services for Customer’s and/or Customer Affiliates’ general business use, solely for the benefit of Customer and/or Customer Affiliates, but does not include use of the Sprinklr Services to provide any services for the benefit of third parties.

  • External Manager means either of the following: (1) A person who is seeking to be, or is, retained by a board or an investment vehicle to manage a portfolio of securities or other assets for compensation, or (2) A person who manages an investment fund and who offers or sells, or has offered or sold, an ownership interest in the investment fund to a board or an investment vehicle.

  • External Verifier means any qualified provider of third party assurance or attestation services or other independent expert of internationally recognised standing appointed by the Issuer, in each case with the expertise necessary to perform the functions required to be performed by the External Verifier under these Conditions, as determined in good faith by the Issuer;

  • 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.

  • External floating roof means a storage vessel cover in an open tank top consisting of a double deck or pontoon single deck which rests upon and is supported by the petroleum liquid being contained and is equipped with a closure seal or seals to close the space between the roof edge and tank shell.

  • External beam radiation therapy means therapeutic irradiation in which the source of radiation is at a distance from the body.

  • External Market Buyer means a Market Buyer making purchases of energy from the PJM Interchange Energy Market for consumption by end-users outside the PJM Region, or for load in the PJM Region that is not served by Network Transmission Service.

  • External Debt means obligations (other than the Notes) of, or guaranteed by, the Republic for borrowed money or evidenced by bonds, notes or other similar instruments denominated or payable, or those which at the option of the holder thereof are so denominated or payable, in a currency other than the local currency of the Republic.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • internal waters means any navigable river or waterway within the State of California.

  • Coordinated External Transaction means a transaction to simultaneously purchase and sell energy on either side of a CTS Enabled Interface in accordance with the procedures of Operating Agreement, Schedule 1, section 1.13, and the parallel provisions of Tariff, Attachment K- Appendix.

  • Automated external defibrillator means a defibrillator device to which all of the following apply:

  • External Resource means a generation resource located outside the metered boundaries of the PJM Region.

  • Internal Market Buyer means a Market Buyer making purchases of energy from the PJM Interchange Energy Market for ultimate consumption by end-users inside the PJM Region that are served by Network Transmission Service.

  • Internal dose means that portion of the dose equivalent received from radioactive material taken into the body.

  • Internal floating roof means a cover or roof in a fixed-roof tank that rests upon or is floated upon, the liquid being contained, and is equipped with a closure seal or seals to close the space between the roof edge and the tank shell.

  • Internal combustion engine or ‘engine’ means an energy converter, other than a gas turbine, designed to transform chemical energy (input) into mechanical energy (output) with an internal combustion process; it includes, where they have been installed, the emission control system and the communication interface (hardware and messages) between the engine's electronic control unit(s) and any other powertrain or non-road mobile machinery control unit necessary to comply with Chapters II and III;