Hetnets Spin-Off definition

Hetnets Spin-Off means a corporate restructuring of Hetnets pursuant to which all of the assets or Capital Stock of Hetnets is “spun-off” as a result of which (if an asset transfer) Hetnets ceases to conduct business in the ordinary course, or (if a transfer of Capital Stock) Parent ceases to control Hetnets. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct the management and policies of Hetnets.

Related to Hetnets 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.

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

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

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Topco has the meaning set out in the Preamble;

  • Employee Share Scheme means a scheme established by a company, whether by means of a trust or otherwise, for the purpose of offering 10 participation therein solely to employees and officers of the company or a subsidiary of the company, either—

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

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

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • 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.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Shareholder-Employee means a Participant who owns more than five percent (5%) of the Employer's outstanding capital stock during any year in which the Employer elected to be taxed as a Small Business Corporation under the applicable Code Section.

  • 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 Closing shall have the meaning set forth in Section 2.2.

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

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

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Reorganized Company means the Company, as reorganized pursuant to and under the Plan, on and after the Effective Date, or any successor or assign thereof.

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

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

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • DPWH means the Department of Public Works and Highways of the Government of the Philippines.

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.