Pre-Spin Transactions definition

Pre-Spin Transactions means, collectively, the transactions to be undertaken by RYAM, the Company and their Subsidiaries concurrently with, prior to, or within ten (10) business days after the Distribution Date, including (i) transfers of any assets of RYAM, the Company or any of their Subsidiaries or any Equity Interests in RYAM, the Company or any of their Subsidiaries, (ii) any dividends or distributions by the Company to Rayonier TRS Holdings Inc. or by RYAM to Rayonier Inc., (iii) the repayment of any intercompany indebtedness of RYAM, the Company or any of their Subsidiaries to Rayonier Inc. or any of its Subsidiaries, (iv) the assumption of liabilities by RYAM, the Company or any of their Subsidiaries in connection with the Separation, (v) any transaction described in the Form 10 and (vi) any related intercompany transactions that RYAM or the Company deems reasonably necessary or beneficial in connection therewith.
Pre-Spin Transactions means, collectively, the transactions to be undertaken by Holdings, the Borrower and their subsidiaries concurrently with, prior to, or within five (5) Business Days after the date of the Distribution, including (i) transfers of any assets of Holdings, the Borrower or any of their subsidiaries or any Equity Interests in Holdings, the Borrower or any of their subsidiaries, (ii) any dividends or distributions by the Borrower to TRS or by Holdings to Rayonier Inc., (iii) the repayment of any intercompany indebtedness of Holdings, the Borrower or any of their subsidiaries to Rayonier Inc. or any of its subsidiaries, (iv) the assumption of liabilities by Holdings, the Borrower or any of their subsidiaries in connection with the Separation, (v) any transaction described in the Form 10 and (vi) any related intercompany transactions that Holdings or the Borrower deems reasonably necessary or beneficial in connection therewith.
Pre-Spin Transactions means, individually and collectively, the following transactions, to the extent reasonably determined by the Borrower to be necessary to effectuate the Separation and Distribution during the Spin Period: (i) Dispositions of any Save-A-Lot Assets of the Borrower or any of its Subsidiaries or any Save-A-Lot Equity Interests, in each case, to the Borrower or any of its Subsidiaries, (ii) any dividend or distribution by any Subsidiary of the Borrower of any Save-A-Lot Assets or Save-A-Lot Equity Interests to the Borrower or any Subsidiary of the Borrower, (iii) any contribution of Save-A-Lot Assets or Save-A-Lot Equity Interests by the Borrower or any of its Subsidiaries to any Subsidiary of the Borrower or any acquisition of Save-A-Lot Assets or Save-A-Lot Equity Interests by the Borrower or any Subsidiary of the Borrower, (iv) any Disposition by the Borrower or any of its Subsidiaries of up to 100% of the nonvoting (except as required by Law and with respect to certain fundamental changes in the terms thereof) preferred Equity Interests (if any) of any Save-A-Lot Subsidiary, (v) until the termination of the Spin Period, (A) the incurrence by any Save-A-Lot Subsidiary, Xxxxx Foods and/or one or more of their respective Subsidiaries of Indebtedness, (x) the proceeds of which are at all times maintained in a deposit account of the Borrower or a Restricted Subsidiary and used exclusively to make the SUPERVALU Payment or to prepay or mandatorily redeem the Save-A-Lot Debt in full pursuant to the following clause (z), (y) that is not recourse to any other Person (except as provided in clause (C) below) and (z) that is subject to pre-payment in full or mandatory redemption in full to the extent the Distribution does not occur on or prior to the termination of the Spin Period (the “Save-A-Lot Debt”), (B) Liens on any Save-A-Lot Assets and Save-A-Lot Equity Interests (other than the Save-A-Lot Retained Interest) arising substantially concurrently with the consummation of the Distribution, and (C) Guarantees of (1) interest (but not any other amounts) in respect of the Save-A-Lot Debt by the Borrower (which Guarantee shall terminate and be released no later than the termination of the Spin Period) and/or (2) the Save-A-Lot Debt by any Save-A-Lot Subsidiary, Xxxxx Foods or any of their respective Subsidiaries, (vi) the re-payment by any Save-A-Lot Subsidiary, Xxxxx Foods or any of their respective Subsidiaries of any intercompany indebtedness owed to the Borrower or an...

Related to Pre-Spin Transactions

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

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Certain Transactions, Description of Capital Stock," "Shares Eligible for Future Sale" and "Underwriters" and (B) in the Registration Statement in Items 14 and 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein;

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

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

  • 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.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Business Combination Transaction means:

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Card Transactions means any payment made for goods or services, cash withdrawals from a bank or financial institution (including ATM withdrawals) or transfer of funds made through the use of the Card or the Card number.

  • 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:

  • Excluded Transactions means:

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Online Transaction means any Phone/Electronic Transaction requested through an Electronic Transmission over the Internet.

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

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.