Spin-Off Transaction definition

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.

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Spin-Off Transaction shall have the meaning set forth in the recitals to this Agreement.

Spin-Off Transaction means, collectively, the transactions which resulted in (a) PHRI holding directly or indirectly all or substantially of the Ownership Business and (b) HGVI holding directly or indirectly all or substantially all of the Timeshare Business, and which was completed on January 3, 2017 by the distribution by HLT Parent to its stockholders of shares of each of PHRI and HGVI on a pro rata basis, and all related transactions.

Examples of Spin-Off Transaction in a sentence

• Except for consummating the Spin-Off Transaction, NewCo shall not commence business until the Closing Date.

• All of the assets and properties of the Company and its related entities to be transferred to NewCo pursuant to the Spin-Off Transaction and as approved by APP shall have been transferred, assigned and conveyed to NewCo in order to effectuate the transactions contemplated by this Agreement.

• The proceeds of the Term Loans received on the Closing Date, together with the proceeds of the issuance of the Senior Unsecured Notes received on the Closing Date shall not be used for any purpose other than for the Spin-Off Transaction.

• The proceeds of the Revolving Credit Loans on the Closing Date, if any, will be used to finance the Spin-Off Transaction and fees and expenses related to the Spin-off Transaction, for working capital needs and general corporate purposes.

• Licensee shall pay to Licensor or its Affiliates the Licensor Usage Fees for ongoing services provided by Licensor and/or its Affiliates, including the use of certain Electronic Systems and other systems, copyrights, and other materials owned by Licensor or its Affiliates, as applicable, under this Agreement and the related reimbursable expenses in accordance with the practices of the parties as of the date of the Spin-Off Transaction, to be documented by the parties.

More Definitions of Spin-Off Transaction

Spin-Off Transaction means, any transaction in which assets of the Company are transferred or sold to a company or corporate entity in which the Shareholders hold equal stakes, pro-rata to their ownership of the Company.

Spin-Off Transaction means, collectively, the transactions which upon consummation thereof will result in (a) HGVI holding, directly or indirectly, all or substantially all of Holdings’ timeshare business, (b) the Seller being a wholly-owned Subsidiary of HGVI and (c) the stockholders of Holdings holding all of the shares of common stock of HGVI.

Spin-Off Transaction means any transaction by which a Subsidiary of the Corporation ceases to be a Subsidiary of the Corporation by reason of the distribution of such Subsidiary’s equity securities 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.

Spin-Off Transaction means, collectively, the transactions which following consummation thereof resulted in HGVI holding directly or indirectly all or substantially all of the Timeshare Business, and which was completed by the distribution by Hilton Worldwide Holdings Inc. to its stockholders of shares of HGVI on a pro rata basis, and all related transactions.

Spin-Off Transaction means a transaction whereby certain Subsidiaries, assets, brands and/or lines of business of the Company or a Subsidiary may be spun-off and merged with and into a public shell company.

Spin-Off Transaction means a distribution of equity or other interests in any Covered Business to the stockholders of the Parent or an initial public offering of equity securities or other interests in any Covered Business.

Spin-Off Transaction means, collectively, the transactions, substantially on the terms described in the Senior Unsecured Notes Offering Memorandum, which upon consummation thereof, will result in (a) PHRI holding directly or indirectly all or substantially all of the Ownership Business and (b) HGVI holding directly or indirectly all or substantially all of the Timeshare Business, and which will be completed by the distribution by Hilton Worldwide Holdings Inc. to its stockholders of shares of each of PHRI and HGVI on a pro rata basis, and all related transactions, including the Ownership Capitalization and the Transactions.