Japan Spin-Off Agreement definition

Japan Spin-Off Agreement means the Spin-Off agreement (kaisha bunkatsu keiyakusho) to be entered into between Seller Parent and Olympus Japan Newco in the form mutually agreed to by Buyer Parent and Seller Parent.

Related to Japan Spin-Off Agreement

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Secondment Agreement means the secondment agreement between one or more members of the Vishay Group, as the seconding party, on the one hand, and one or more members of the VPG Group on the other hand, listed on Exhibit I, in the substantially in the forms attached to such Exhibit. From and after the Distribution Date, the Secondment Agreement shall refer to the secondment agreement substantially in the form attached to Exhibit I, as amended and/or modified from time to time in accordance with its terms.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Call-Off Agreement means a legally binding agreement (entered into pursuant to the provisions of this Framework Agreement) for the provision of the Services made between a Contracting Body and the Supplier pursuant to Framework Schedule 5 (Call Off Procedure);

  • New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.

  • Combination Agreement has the meaning set forth in the Recitals.

  • CMPPA Agreement means the CMPPA Agreement between the SSA and CHHS.

  • Original Financing Agreement means the development credit agreement for a Social Investment Program Project between the Recipient and the Association, dated April 7, 2003, as amended to the date of this Agreement (Credit No. 3740-BD).

  • Merger Agreement has the meaning set forth in the Recitals.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Transition Agreement means the Transition Power Sales Agreement dated as of November 24, 1998, by and between Seller, Southern Energy, Southern Energy Bowline, L.L.C. and Southern Energy Xxxxxx, L.L.C.

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

  • Tri-Party Agreement shall have the meaning set forth in Section 6.4 hereof.

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Arrangement Agreement means the arrangement agreement dated as of April 18, 2019 between the Purchaser and the Company, including the schedules and exhibits thereto, providing for, among other things, the Arrangement, as the same may be amended, supplemented or restated.

  • Collaboration Agreement has the meaning set forth in the Recitals.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Company Operating Agreement means that certain Eighth Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 20, 2013, as the same may be amended from time to time.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Joint Agreement means a type of Fund Use Agreement between the Consortium and the Fund Council that sets forth an umbrella set of terms and conditions that govern principally the submission and approval of CRP proposals and the transfer and use of funds from the CGIAR Fund for implementation of CRPs.

  • Collective Agreement means any collective agreement, letter of understanding, letter of intent or other written communication or Contract with any trade union, association that may qualify as a trade union, council of trade unions, employee bargaining agent or affiliated bargaining agent, which would cover any of the Employees.

  • Synthetic Purchase Agreement means any swap, derivative or other agreement or combination of agreements pursuant to which Holdings, the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than Holdings, the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of Holdings, the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

  • Co-Lender Agreement With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement, dated as of the date set forth in the Loan Combination Table under the column heading “Date of Co-Lender Agreement” and governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s), as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof. A Co-Lender Agreement exists with respect to each Loan Combination as of the Closing Date.