Proposed Spin-Off Transaction definition

Proposed Spin-Off Transaction means the spin-off by the Borrower of Spinco and its Subsidiaries in a tax-free distribution to its shareholders substantially as described in the Form 10 and in other filings made by the Spinco and the Borrower with the Securities and Exchange Commission.
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Examples of Proposed Spin-Off Transaction in a sentence

  • Proposed Spin-Off Transaction On August 4, 2011, we announced that our Board of Directors intends to create two independent public companies: (i) a global snacks business (the "Global Snacks Business") and (ii) a North American grocery business (the "North American Grocery Business").

  • The Loan Parties hereby acknowledge and confirm that, after giving effect to the consummation of the Proposed Spin-Off Transaction, the Loan Parties are in compliance with the requirements of Section 6.12 of the Credit Agreement.

  • Proposed Spin-Off Transaction — On May 6, 2019, the Company announced a proposed plan to separate its transitional and skilled nursing services, and its home health and hospice operations and substantially all of its senior living and other ancillary operations into two separate, publicly traded companies.

  • In connection with the Proposed Spin-Off Transaction, the Borrower requested that the Administrative Agent release each Specified Entity from its obligations under the Guaranty and release the Lien in favor of the Administrative Agent on the assets of each Specified Entity, and the undersigned Lenders hereby acknowledge and ratify such releases.

  • Proposed Spin-Off Transaction On August 4, 2011, we announced that our Board of Directors intends to create two independent public companies: (i) a high-growth global snacks business (the “Global Snacks Business”) and (ii) a high-margin North American grocery business (the “North American Grocery Business”).

  • Pursuant to that certain Consent and Agreement Regarding Proposed Spin-Off Transaction, dated February 26, 2016 (the "Spin-Off Consent"), among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders, the Borrower hereby acknowledges and certifies that, concurrently with the effectiveness of distribution of the equity interests of the Aptevo Therapeutics Inc.

  • Each of the Loan Parties agrees and acknowledges that notwithstanding the effectiveness of the Proposed Spin-Off Transaction, such Loan Party's Guaranty shall remain in full force and effect without modification thereto and such Loan Party's grant of a Lien on the Collateral to secure the Obligations shall remain in full force and effect, and each are hereby ratified, confirmed and affirmed in all respects.

  • Proposed Spin-Off Transaction — On May 6, 2019, the Company announced a proposed plan to separate its transitional and skilled nursing services, its home health and hospice operations and substantially all of its senior living operations into two separate, publicly traded companies.

Related to Proposed Spin-Off Transaction

  • Spin-Off Transaction means a distribution by the Company to its shareholders of all or any portion of the securities of any Subsidiary of the Company.

  • Proposed Transaction is defined in Section 6.2(a).

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

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

  • 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.

  • 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.

  • 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:

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

  • 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.

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

  • Business Combination Transaction means:

  • 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.

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

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

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • 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.

  • 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.

  • Company Transaction means the consummation of

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

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Alternative Transaction has the meaning set forth in Section 6.2(a).

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Competing Transaction means (i) any direct or indirect acquisition by any person or entity of any securities representing a controlling equity interest in the Company or all or substantially all of its assets or (ii) a recapitalization, restructuring, merger, consolidation or other business combination involving a change in control of the Company or any of its material subsidiaries, in either case other than the Transaction involving all of the Parties.

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

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

  • 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.