Second Internal Spin-Off definition

Second Internal Spin-Off means the distribution by Holdings of all the stock of Newco One to its sole shareholder, Parent.
Sample 1Sample 2Sample 3
Second Internal Spin-Off has the meaning set forth in the Recitals.
Sample 1
Second Internal Spin-Off means the distribution, in respect of the stock of Holding, by Holding of all of the shares of AS Spinco Common Stock held by Holding to Capital II pursuant to the Separation Agreement;
Sample 1

Examples of Second Internal Spin-Off in a sentence

  • No two parties to the Second Internal Spin-Off are investment companies as defined in § 368(a)(2)(F)(iii) and (iv).

  • Distributing 3 will not recognize any gain or loss with respect to its distribution of Controlled Stock pursuant to the Second Internal Spin-Off (§ 355(c)).

  • The distribution of the Controlled Stock to Distributing 2 pursuant to the Second Internal Spin-Off is motivated, in whole or substantial part, by this corporate business purpose.

  • Indebtedness owed by Controlled 2 to Distributing 2, if any, after the Second Internal Spin-Off will not constitute stock or securities.

  • This might be the case in English law as well47.The other type of institution that has been accepted by the common law countries, but limited considerably by the English courts, is the institutions of promissory and proprietary estoppel48.

  • Throughout the five-year period ending on the date of the Second Internal Spin-Off, Distributing 3 and its subsidiaries have been the principal owners of the goodwill and significant assets of Business A.

  • Neither Business A nor control of an entity conducting this business will have been acquired during the five-year period ending on the date of the Second Internal Spin-Off in a transaction in which gain or loss was recognized (or treated as recognized) in whole or in part, except for transactions that have expanded Business A.

  • Also, the coefficients from the results of a random effects panel regression can be somewhat difficult to interpret since they include both within-entity and between-entity effects, having a weighted average of within and between estimators.

  • The basis of the Controlled Stock and the common stock of Distributing 3 in the hands of Distributing 2 immediately after the Second Internal Spin- Off will equal the basis of the stock of Distributing 3 held by Distributing 2 immediately prior to the Second Internal Spin-Off, allocated between the Controlled Stock and the stock of Distributing 3 in proportion to their relative fair market values immediately following the Second Internal Spin- Off in accordance with § 1.358-2(a)(2) (§ 358(b)(2) and (c)).

  • Payments made in connection with all Continuing Transactions between Distributing 3 (and its subsidiaries) and Controlled (and its subsidiaries) following the Second Internal Spin-Off will be for fair market value based on terms and conditions arrived at by the parties bargaining at arm’s length, except in the case of the License, which will be on a royalty-free basis, and services related to tax, corporate and administrative functions, which will be provided at cost (or on cost-plus pricing terms).


More Definitions of Second Internal Spin-Off

Second Internal Spin-Off has the meaning specified in the definition of “Internal Spin-Offs”.
Sample 1

Related to Second Internal Spin-Off

  • Internal Distribution has the meaning set forth in the recitals hereof.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Spin-Off shall have the meaning specified in Section 14.04(c).

  • Party B Interim Exchange Amount In respect of each Interim Exchange Date, the Sterling equivalent of the Party A Interim Exchange Amount for such Interim Exchange Date converted by reference to the Dollar Currency Exchange Rate.

  • Coordinated External Transaction means a transaction to simultaneously purchase and sell energy on either side of a CTS Enabled Interface in accordance with the procedures of Operating Agreement, Schedule 1, section 1.13, and the parallel provisions of Tariff, Attachment K- Appendix.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • internal waters means any navigable river or waterway within the State of California.

  • Internal floating roof means a cover or roof in a fixed-roof tank that rests upon or is floated upon, the liquid being contained, and is equipped with a closure seal or seals to close the space between the roof edge and the tank shell.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Reverse Stock Split Date means the date on which the Reverse Stock Split is consummated and deemed effective.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • 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.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • External Directors means directors appointed and serving in accordance with Sections 239 through 249 of the Companies Law.

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • external company means a foreign company that is carrying on business, or non-profit activities, as the case may be, within the Republic, subject to section 23(2);

  • SpinCo shall have the meaning set forth in the Preamble.

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • Internal Use means use of the Sprinklr Services for Customer’s and/or Customer Affiliates’ general business use, solely for the benefit of Customer and/or Customer Affiliates, but does not include use of the Sprinklr Services to provide any services for the benefit of third parties.

  • Reverse Stock Split means a reverse stock split of the outstanding shares of Common Stock that is effected by the Company’s filing of an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware and the acceptance thereof.

  • Party A Interim Exchange Amount In respect of each Interim Exchange Date, an amount in Dollars equal to the principal amount of the Relevant Notes redeemed on such Interim Exchange Date.

  • 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:

  • Reverse Split has the meaning set forth in Section 5.21.

  • Separation Time means the close of business on the tenth Trading Day after the earlier of: