First Spin-Off definition

First Spin-Off means the first to occur of any of the Spin-Offs.
Sample 1Sample 2
First Spin-Off shall have the meaning specified in the recitals to this Plan of Reorganization.
Sample 1

Examples of First Spin-Off in a sentence

  • The First Spin-Off shall be ------------------------------- effected by the distribution to the Company of certificates representing the number of shares of Strategix Common Stock equal to the number of shares of Career Horizons Common Stock held by the Company.

  • Subject to the terms and conditions ---------------------------- hereof, the Board of Directors of Career Horizons shall formally declare the First Spin-Off and pay it by delivery of certificates for Strategix Common Stock to the Company.

  • The corporate business purpose of the First Spin-Off and the Second Spin-Off is to enhance the Offering and the success of both the Strategix Business (defined below) and the Company Business (defined below).

  • All shares of Career Horizons Common Stock delivered in the First Spin-Off shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights.

  • The First Spin-Off shall be deemed to be effective upon notification by Career Horizons to the Company that the First Spin-Off has been declared and that Career Horizons will proceed with the First Spin-Off.

  • Prior to the Offering, Career Horizons will distribute all of the stock of Strategix to the Company and make certain other distributions, as described herein, designed to qualify as a tax-free reorganization and distribution within the meaning of Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the "Code") (the "First Spin-Off").

  • The Company shall pay the expenses related to the First Spin-Off.

  • OFF 3.01 The First Spin-Off.......................................

  • Concurrently with the effectiveness of the First Spin-Off, the Borrower hereby agrees to deliver to the Administrative Agent a solvency certificate from its chief financial officer substantially in the form of Exhibit A hereto.

Related to First Spin-Off

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

  • 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.

  • First Storey means that part of a building having a floor area closest to grade with a ceiling height of more than 1.8 metres (6 ft.) above grade.

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

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

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

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

  • B-BBEE means broad-based black economic empowerment as defined in section 1 of the Broad-Based Black Economic Empowerment Act;

  • First Effective Time has the meaning specified in Section 2.02.

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

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

  • First Merger shall have the meaning given in the Recitals hereto.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:

  • Exchange Period shall have the meaning set forth in Section 2(a) hereof.

  • Acquiring Corporation means (i) the continuing or surviving person of a consolidation or merger with Issuer (if other than Issuer), (ii) the acquiring person in a plan of exchange in which Issuer is acquired, (iii) the Issuer in a merger or plan of exchange in which Issuer is the continuing or surviving or acquiring person, and (iv) the transferee of all or a substantial part of Issuer's assets or deposits (or the assets or deposits of the Issuer Subsidiary).

  • Surviving Company has the meaning set forth in Section 2.1.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Resulting Company means a domestic stock company created

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Soda fountain means a place especially equipped

  • Native Hawaiian means any individual who is a descendant of the aboriginal people who, prior to 1778, occupied and exercised sovereignty in the area that now constitutes the State of Hawaii.

  • Change in Control of the Company means the occurrence of any of the following events:

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.