PBG Group definition

PBG Group means PBG and its Affiliates immediately after the Offering Date, including any predecessors thereto; PROVIDED, HOWEVER, that for purposes of determining whether an entity is a member of the PBG Group, a transfer of beneficial ownership of an entity shall be treated as a transfer of title, regardless of whether title has actually passed; PROVIDED FURTHER, that to the extent that PepsiCo or an Affiliate of PepsiCo or an Affiliate of PBG conducted at least one Bottling Busine and a Non-Bottling Business, each Bottling Business shall be treated for purposes of this Agreement as a separate corporation that is a member of the PBG Group, unless such Bottling Business continues to be conducted by an Affiliate of PepsiCo immediately after the Offering Date or unless such Bottling Business is transferred to Heartland Territories Holdings, Inc. pursuant to the Contribution and Merger Agreement dated as of January 25, 1999 among ▇▇▇▇▇▇▇ Corporation, PepsiCo and Heartland Territories Holdings, Inc., and the Non-Bottling Business shall be treated for purposes of this Agreement as a separate corporation that is a member of the PepsiCo Group; PROVIDED FURTHER, that if with respect to any Pre-Offering Period any Affiliate of PepsiCo was involved solely in the conduct of a Bottling Business, such member shall be treated as a member of the PBG Group for such Pre-Offering Period, unless such Bottling Business continues to be conducted by an Affiliate of PepsiCo immediately after the Offering Date, or unless such Bottling Business is transferred to Heartland Territories Holdings, Inc. pursuant to the Contribution and Merger Agreement dated as of January 25, 1999 among ▇▇▇▇▇▇▇ Corporation, PepsiCo and Heartland Territories Holdings, Inc.; and PROVIDED FURTHER, that if with respect to any Pre-Offering Period any Affiliate of PBG was not involved in the conduct of a Bottling Business, such member shall not be treated as a member of the PBG Group for such Pre-Offering Period. Notwithstanding anything to the contrary herein, the PBG Group shall include any entity (and any Affiliate thereof) that is sold by PepsiCo or any member of the PepsiCo Group to PBG or any member of the PBG Group after the Offering Date in connection with the Restructuring, including but not limited to Pepsi-Cola Bottling Global B.V., Pepsi-Cola Bottling Finance B.V., Centro-Mediterranea De Bebidas Carbonicas PepsiCo, S.A., Dornfell, International Bottlers LLC, International Bottlers Management Co LLC, Inter...
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Examples of PBG Group in a sentence

  • Payment of the amount referred to in the first clause (iii) of this Section 4(c) shall be made within 30 days of the receipt by any member of the PBG Group of any refund, credit or other offset attributable thereto from the relevant Taxing Authority.

  • Any payment that is not made by the PBG Group when due shall bear interest at LIBOR plus 40 basis points, as quoted from time to time, for each day until paid.

  • PBG and PepsiCo shall consult and cooperate (and shall cause each member of the PBG Group or the PepsiCo Group, respectively, to cooperate) fully at such time and to the extent reasonably requested by the other party in connection with all matters subject to this Agreement.

  • Subsequent to the Offering Date, PBG will use a portion of the proceeds to acquire certain international bottling operations from PepsiCo. The PBG Group will transfer its bottling assets to Bottling Group, LLC in exchange for an approximately 95% interest in such entity (diluting PepsiCo's interest in Bottling Group, LLC to approximately 5%).

  • Except as otherwise provided in this Agreement (including, without limitation, the Schedules and Attachments hereto), all expenses in connection with the Offering and separation (the "Separation Expenses") shall be borne by PepsiCo and all expenses in connection with the ongoing operations and/or businesses of the PBG Group shall be borne by PBG.

  • Notwithstanding anything to the contrary in this Agreement, the PBG Group will be responsible for its allocable portion, as determined by the PepsiCo Senior Vice Preside and Treasurer, of (i) all costs and expenses attributable to filing any Return that reflects the income, assets or operations of the PBG Group and (ii) all costs and expenses incurred by PepsiCo in complying with the provisions of Section 7 of this Agreement.

  • Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the PepsiCo Group and any member of the PBG Group shall be or shall have been terminated as of the date of this Agreement.

  • With respect to each Consolidated Group, either a member of the PepsiCo Group or a member of the PBG Group, as consistent with past practice and applicable law, will file the Pre-Offering Period Returns for such Consolidated Group.

  • PepsiCo or PBG, as the case may be, shall guarantee the obligations of each member of the PepsiCo Group or the PBG Group, respectively, under this Agreement.

  • An Employee's interest in a Stock Award shall be terminated and the Stock Award shall be forfeited in the event that the Employee's employment is terminated with the PBG Group and such termination is voluntary or on account of his or her Misconduct prior to the date the Stock Award vests in accordance with Section B.5(a) below.

Related to PBG Group

  • ▇▇▇▇ Group means collectively ▇▇▇▇ Capital Fund V, L.P., ▇▇▇▇ Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and ▇▇▇▇▇▇▇▇ Street Partners.

  • ▇▇▇▇▇ Group means ▇▇▇▇▇ and any Affiliate of ▇▇▇▇▇.

  • ▇▇▇▇▇▇ Group shall have the meaning set forth in Section 9.2(b) hereof.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • ▇▇▇▇▇▇▇ Group means (i) any member of the ▇▇▇▇▇▇▇ Family, (ii) any Related Person of any such member, and (iii) the ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr. Grantor Retained Annuity Trust, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Family Trust, the ▇▇▇▇ ▇▇▇▇▇▇▇ Children’s Trust c/o Argent Trust, and the ▇▇▇▇ ▇▇▇▇▇▇▇ Legacy Trust-2010 c/o Argent Trust. For the avoidance of doubt, the Persons named in (iii) above may be Related Persons of members of the ▇▇▇▇▇▇▇ Family.