Shipbuilding Distribution definition
Shipbuilding Distribution means the distribution on the Distribution Date as a dividend to holders of record of shares of Tenneco Common Stock as of the Distribution Record Date, of all of the outstanding Shipbuilding Common Shares owned by Tenneco on the basis provided in SECTION 3.02 hereof. "SHIPBUILDING FINANCING MATERIALS" means any registration statement, private placement memorandum, offering circular, prospectus, information memorandum and/or any other document or filing (with the Commission or any Governmental Authority or the NYSE or other stock exchange) prepared by or on behalf of Shipbuilding Company (or its Affiliates) and distributed to prospective lenders or prospective purchasers of any debt or equity securities of the Shipbuilding Company (or any other member of the Shipbuilding Group) in connection with any of the transactions contemplated under this Agreement, the Merger Agreement or any of the Ancillary Agreements, including, without limitation, the Confidential Information Memorandum dated September 1996 relating to the Senior Credit Facility (as defined in the Shipbuilding Information Statement), the 144A Offering Memorandum relating to the Senior Subordinated Notes and Senior Notes (as such terms are defined in the Shipbuilding Information Statement), and the registration statement on Form S-1 to be filed by Shipbuilding Company after the Distribution Date to register the Senior Subordinated Notes and Senior Notes under the Securities Act and all related documents. "SHIPBUILDING GROUP" means Shipbuilding Company, the Shipbuilding Subsidiaries and the corporations, partnerships, joint ventures, investments and other entities that represent equity investments of Shipbuilding Company or any of the Shipbuilding Subsidiaries following the consummation of the Corporate Restructuring Transactions and the Distributions. "SHIPBUILDING INDEMNITEES" means: (i) Shipbuilding Company and each Affiliate thereof after giving effect to the Corporate Restructuring Transactions and the Distributions; and (ii) each of the respective past, present and future directors, officers, employees and agents of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of any of such directors, officers, employees and agents. "SHIPBUILDING INFORMATION STATEMENT" means the information statement or registration statement relating to Shipbuilding Company and the transactions contemplated hereby to be distributed to holders ...
Shipbuilding Distribution shall have the meaning set forth in the Distribution Agreement among Old Tenneco, the Company and New Tenneco Inc., a Delaware corporation, dated as of ______ __, 1996.
Shipbuilding Distribution has the meaning provided in the definition of "Transaction." "Standard & Poor's" means Standard & Poor's Corporation and its successors. "Stated Maturity" means (i) with respect to any debt security, the date spec- ified in such debt security as the fixed date on which the final installment of principal of such debt security is due and payable and (ii) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such in- stallment is due and payable. "Subsidiary" of any Person means (i) a corporation more than 50% of the out- standing Voting Stock of which is owned, directly or indirectly, by such Per- son or by one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries thereof or (ii) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and voting power relating to the policies, management and affairs thereof. "Tenneco" means, prior to the Transaction, Tenneco Inc., a Delaware corpora- tion, to be renamed El Paso Tennessee Pipeline Co. following the Transaction. "Transaction" means the series of transactions pursuant to which (i) Tenneco and its subsidiaries, pursuant to the Distribution Agreement, restructure, di- vide and separate their various businesses and assets so that all of the as- sets, liabilities and operations of (A) their automotive parts, packaging and administrative service businesses ("Industrial Business") are owned and oper- ated by the New Tenneco, (B) their shipbuilding business ("Shipbuilding Busi- ness") are owned and operated by the Company and (C) the remaining existing and discontinued 19
Examples of Shipbuilding Distribution in a sentence
All shares of Shipbuilding Common Stock issued pursuant to the Shipbuilding Distribution will be validly issued, fully paid and nonassessable and free of any preemptive (or similar) rights.
Shipbuilding Company shall issue to Tenneco, as a stock dividend, the number of shares of Shipbuilding Common Stock as is required to effect the Shipbuilding Distribution, as certified by the Agent.
Deposit of Funds with Trustee Pending Consummation of the Shipbuilding Distribution.........................