Internal Spin-Off definition

Internal Spin-Off shall have the meaning set forth in the recitals to this Agreement.

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Internal Spin-Off means a distribution of the stock of one member of the TriMas Group (including, for this purpose, the Horizon Group) by another member prior to the External Distribution in order to effect the Separation.

Internal Spin-Off has the meaning set forth in the Ruling Request.

Examples of Internal Spin-Off in a sentence

• All sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes (“Transfer Taxes”) applicable to, or resulting from the Internal Restructuring, the Internal Spin-Off and the External Spin-Off will be borne fifty percent (50%) by OPC and fifty percent (50%) by CRC.

• The parties intend for the Internal Restructuring to qualify for tax-free treatment as described in the Tax Opinions, and for each of the Internal Spin-Off and the External Spin-Off to qualify for tax-free treatment under Sections 355, 361, and/or 368(a)(1)(D), and related provisions of the Code pursuant to which gain or loss is not recognized by Sub 1, OPC, or OPC’s stockholders (such tax-free treatment, the “Tax-Free Status”).

• Each of OPC and CRC represents that, as of the date of this Agreement, it knows of no fact (after due inquiry) that may cause the Tax treatment of the Internal Spin-Off or the External Spin-Off to be other than that contemplated in the Separation and Distribution Agreement and the Tax Opinion.

• On the terms and subject to the conditions set forth in this Agreement and pursuant to a contribution agreement, prior to the First Internal Spin-Off, SDS shall effect the Contribution.

• In connection with the Internal Spin-Off and External Spin-Off certain assets and liabilities of these Separate Units were or will be transferred to the Teradata Group.

More Definitions of Internal Spin-Off

Internal Spin-Off means a distribution of the stock of one member of the Remainco Group (including, for this purpose, the Spinco Group) by another member prior to the External Distribution in order to effect the Separation.

Internal Spin-Off means all of the transactions described in Annex A of the document entitled “Detailed Transaction Steps,” dated as of the date of this Agreement, exchanged between New Hertz Holdings and HERC Holdings.

Internal Spin-Off has the meaning set forth in the Recitals of this Agreement.

Internal Spin-Off shall have the meaning set forth in the Recitals.

Internal Spin-Off shall have the meaning ascribed to it in the Ruling Request that culminated in the Ruling received by NCR on or before the date hereof. For the avoidance of doubt, NCR International, Inc. is the distributing corporation in the Internal Spin-Off, and Teradata is the controlled corporation in the Internal Spin-Off.

Internal Spin-Off means the distribution by PJC of all the stock of SpinCo to its sole shareholder, Parent.

Internal Spin-Off has the meaning set forth in the IRS Ruling Request. For the avoidance of doubt, Distributing 1 is the distributing corporation in the Internal Spin-Off and Controlled 1 is the controlled corporation in the Internal Spin-Off.