Spin-Off Documents definition

Spin-Off Documents means the Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by any of the foregoing.

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Spin-Off Documents means the Separation and Distribution Agreement, the Ensign Guaranty, the PropCo Master Leases, the Opportunities Agreement, the Employee Matters Agreement, the Tax Matters Agreement and the Transition Services Agreement.

Spin-Off Documents means (i) the Information Statement, (ii) the Distribution Agreement and (iii) each Ancillary Agreement (as defined in the Distribution Agreement) substantially in the form provided to the Lenders on August 31, 2000.

Examples of Spin-Off Documents in a sentence

• Neither Holdings nor the Borrower will, nor will they permit any of their respective Restricted Subsidiaries to, amend, modify or waive, (a) its certificate of incorporation, bylaws or other organizational documents, (b) any of the Spin-Off Documents or (c) any agreement or instrument governing or evidencing any Material Indebtedness that is subordinated in right of payment to the Obligations, in each case if the effect of such amendment, modification or waiver would be materially adverse to the Lenders.

• The execution, delivery and performance by the Borrower of the Spin-Off Documents, and the consummation of the transactions contemplated thereby, require no action, permit, license, authorization, certification, consent, approval, concession or franchise by or in respect of, or filing with, any Governmental Authority or any other Person, other than those that have been obtained by the Borrower or waived prior to the date hereof and described on Schedule 3.15 hereto.

• The Spin-Off has been duly authorized by all requisite corporate and shareholder action and has been validly consummated in accordance with the Spin-Off Documents and all applicable laws and is final and effective.

• The Spin-Off Documents constitute the legally valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with their terms, except as may be limited by reorganization, bankruptcy, insolvency, moratorium or other laws affecting generally the enforcement of creditors rights.

• Except as set forth in Schedule 3.15 hereto, none of the conditions for the effectiveness of the Spin-Off contemplated by the Spin-Off Documents have been waived by any party and all such conditions have been satisfied.

More Definitions of Spin-Off Documents

Spin-Off Documents means the Separation Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement, together with any other material agreements, instruments or other documents entered into in connection with any of the foregoing, each on substantially the terms described in the offering circular, dated as of January 15, 2019, relating to the issuance of the Securities.

Spin-Off Documents means the Separation and Distribution Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Trademark Assignment Agreement, the Trademark License Agreement, the Lease Agreement and the Aircraft Agreements, together with any other agreements, instruments or other documents entered into in connection with any of the foregoing, each in substantially the form filed as an exhibit to the Form 10, the terms of which shall be substantially consistent in all material respects with the information set forth in the Form 10.

Spin-Off Documents means the Separation and Distribution Agreement, the Indemnity Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Agreement and the Trademark License Agreement and the documents evidencing Indebtedness in respect of the Distribution Date Payment and the Post-Distribution Debt Payment, together with any other agreements, instruments or other documents entered into in connection with any of the foregoing, each as amended from time to time.

Spin-Off Documents collectively, the separation agreement, the transition services agreement, the tax matters agreement, the employee matters agreement, the stockholder and registration rights agreement (in each case, as described in the Form 10) and any ancillary agreements, including any sublease agreements, together with any other agreements, instruments or other documents entered into in connection with any of the foregoing.

Spin-Off Documents means (a) the Separation and Distribution Agreement, (b) the Transition Services Agreement, (c) the Tax Matters Agreement, (d) the Employee Matters Agreement, (e) the Stockholder and Registration Rights Agreement, (f) the Alcoa Corporation to Arconic Inc. Patent, Know-How, and Trade Secret License Agreement, (g) the Arconic Inc. to Alcoa Corporation Patent, Know-How, and Trade Secret License Agreement, (h) the Alcoa Corporation to Arconic Inc. Trademark License Agreement, (i) the Master Agreement for the Supply of Primary Aluminum, (j) the Massena Lease and Operations Agreement, (k) the Fusina Lease and Operations Agreement, and (l) the Toll Processing and Services Agreement, in each case, to be entered into between Alcoa or Affiliates thereof, on the one hand, and Holdings or Affiliates thereof, on the other hand, in connection with the Spin-Off, and together with any other agreements, instruments or other documents entered into in connection with any of the foregoing.

Spin-Off Documents means, the transaction documents relating to the spin-off of the Company’s downstream business in the PRC, including but not limited to (i) the share transfer agreements between Wide Wealth Group Holdings Limited, on the one hand, and Hope Flower Investment Limited, Jade Sino Ventures Limited, MEGCIF Investments 6 Limited and Shangrao City Kangsheng Technology Limited (上饶市康盛科技有限公司), on the other hand, dated October 11, 2016, and (ii) share purchase agreements between JinkoSolar Power Engineering Group Limited, on the one hand, and Hope Flower Investment Limited, Jade Sino Ventures Limited, MEGCIF Investments 6 Limited, on the other hand, dated October 11, 2016.

Spin-Off Documents means the Transition Agreements and all other agreements, instruments and documents executed in connection with the Spin-off.