Permitted Spin-Off Transaction definition

Permitted Spin-Off Transaction means the one-time spin-off, split-up, split-off or other transaction involving the dividend, distribution or transfer by the Company of all or some portion of its consumer products, packaging and/or paper and pulp segments, as such segments are reported in the Company's audited financial statements on the date of this Indenture (the entity comprising such segment(s) after giving effect to the dividend or distribution, "Newco"), provided that each of the following conditions have been met:
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Permitted Spin-Off Transaction means the distribution of the Equity Interests of the Borrower to the beneficial owners of Holdings (which, for purposes of this definition, shall be deemed to include the then existing holders of Fidelity National Financial Ventures, LLC tracking stock).
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Permitted Spin-Off Transaction means (i) the dividend or other distribution of the Equity Interests of BKFS (and/or the Equity Interests of any parent entity that holds, directly or indirectly, the Equity Interests of BKFS) to the beneficial owners of the Borrower (which, for purposes of this definition shall be deemed to include the then existing shareholders of FNF) and (ii) any corporate restructurings, reorganizations and other transactions completed in connection with the foregoing or otherwise reasonably necessary to effectuate any of the foregoing (including, without limitation, the subsequent merger of BKFS with a subsidiary of a newly formed public holding company (“PublicCo”), as a result of which the holders of BKFS Class A common stock will receive an equivalent number of shares of PublicCo common stock in exchange for such common stock of BKFS), it being understood and agreed that after giving effect to the transactions contemplated by clauses (i) and (ii) above, PublicCo shall directly or indirectly own and control 100% of the equity interests in Holdings (or, if applicable, Successor Holdings) and Holdings (or, if applicable, Successor Holdings) shall continue to directly own and control 100% of the equity interests in the Borrower.
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Examples of Permitted Spin-Off Transaction in a sentence

  • Upon completion of (1) each Asset Sale Offer and (2) a Permitted Spin-Off Transaction, the amount of Excess Proceeds will be reset at zero.

  • Except as provided in the foregoing clause (1), this Section will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries or to a Permitted Spin-Off Transaction or to any sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Subsidiaries required in connection with a Permitted Spin-Off Transaction.


More Definitions of Permitted Spin-Off Transaction

Permitted Spin-Off Transaction means a spin-off, split-up, split-off or other transaction involving the dividend, distribution or transfer by the Company of all or some portion of one or more business units, as such unit or units are reported in the Company’s audited financial statements on the date hereof (the entity comprising such segment after giving effect to the dividend or distribution, “Newco”), provided that each of the following two conditions have been met:
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Permitted Spin-Off Transaction means (i) the dividend or other distribution of the Equity Interests of Parent (and/or the Equity Interests of any parent entity that holds, directly or indirectly, the Equity Interests of Parent) to the beneficial owners of the Borrower (which, for purposes of this definition shall be deemed to include the then existing shareholders of FNF) and (ii) any corporate restructurings, reorganizations and other transactions completed in connection with the foregoing or otherwise reasonably necessary to effectuate any of the foregoing (including, without limitation, the subsequent merger of Parent with a subsidiary of a newly formed public holding company (“PublicCo”), as a result of which the current holders of Parent Class A common stock will receive an equivalent number of shares of PublicCo common stock and Parent will survive as a subsidiary of PublicCo), it being understood and agreed that after giving effect to the transactions contemplated by clauses (i) and (ii) above, Parent shall continue to be the sole managing member of Holdings (or, if applicable, Successor Holdings) and Holdings (or, if applicable, Successor Holdings) shall continue to directly own and control 100% of the equity interests in the Borrower.
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Permitted Spin-Off Transaction means (i) the dividend or other distribution of the Equity Interests of BKFS (and/or the Equity Interests of any parent entity that holds, directly or indirectly, the Equity Interests of BKFS) to the beneficial owners of the Borrower (which, for purposes of this definition shall be deemed to include the then existing shareholders of FNF) and (ii) any corporate restructurings, reorganizations and other transactions completed in connection with the foregoing (including, without limitation, the subsequent merger of BKFS with Parent, as a result of which the holders of BKFS Class A common stock received an equivalent number of shares of Parent common stock in exchange for such common stock of BKFS).
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Permitted Spin-Off Transaction means (i) the dividend or other distribution of the Equity Interests of Parent BKFS (and/or the Equity Interests of any parent entity that holds, directly or indirectly, the Equity Interests of Parent BKFS ) to the beneficial owners of the Borrower (which, for purposes of this definition shall be deemed to include the then existing shareholders of FNF) and (ii) any corporate restructurings, reorganizations and other transactions completed in connection with the foregoing or otherwise reasonably necessary to effectuate any of the foregoing (including, without limitation, the subsequent merger of Parent BKFS with a subsidiary of a newly formed public holding company (“ PublicCo ”), as a result of which the current holders of Parent BKFS Class A common stock
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Permitted Spin-Off Transaction means (i) the dividend or other distribution of the Equity Interests of Parent (and/or the Equity Interests of any parent entity that holds, directly or indirectly, the Equity Interests of Parent) to the beneficial owners of the Borrower (which, for purposes of this definition shall be deemed to include the then existing shareholders of FNF) and (ii) any corporate restructurings, reorganizations and other transactions completed in connection with the foregoing or otherwise reasonably necessary to effectuate any of the foregoing (including, without limitation, the subsequent merger of Parent with a subsidiary of a newly formed public holding company (“ PublicCo ”), as a result of which the current holders of Parent Class A common stock will receive an equivalent number of shares of PublicCo common stock and Parent will survive as a subsidiary of PublicCo), it being understood and agreed that after giving effect to the transactions contemplated by clauses (i) and (ii) above, Parent shall continue to be the sole managing member of Holdings (or, if applicable, Successor Holdings) and Holdings (or, if applicable, Successor Holdings) shall continue to directly own and control 100% of the equity interests in the Borrower.
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Related to Permitted Spin-Off Transaction

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Permitted Asset Swap means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

  • Excluded Transactions means:

  • Business Combination Transaction means: