Spin Transaction definition

Spin Transaction means the internal legal reorganization of EHI separating its personal care and household products businesses and the spin-off of the Borrower and EHI’s Subsidiaries in a tax-free distribution to its shareholders as described in the Form 10 originally filed as of February 6, 2015 and amended as of March 25, 2015, May 11, 2015 and May 27, 2015 and in accordance with the separation agreement described therein and in other filings made by EHI with the Commission prior to the Escrow Date, with any changes thereto that are not materially adverse to the lenders (or otherwise consented to by the Administrative Agent).

Spin Transaction means the distribution by HPE to the shareholders of the common stock of Xxxxxxx as described in the Form S-4, and in accordance with the Separation Agreement and in other filings made by HPE and CSC with the SEC.

Spin Transaction means the internal legal reorganization of Borrower separating its personal care and household products businesses and the spin-off of the Borrower and Edgewell’s Subsidiaries in a tax-free distribution to its shareholders as described in the Form 10 originally filed as of February 6, 2015 and amended as of March 25, 2015, May 11, 2015 and May 27, 2015.

Examples of Spin Transaction in a sentence

• Prior to the closing of the Spin Transaction, Exelon Generation is expected to be the direct owner and licensed operator with possession, maintenance, and decommissioning authority of the generally licensed ISFSI on the site of the former: Zion Nuclear Power Station, Units 1 and 2 (“Zion”) (ISFSI only site).

• The Spin Transaction qualifies as a reorganization within the meaning of Section 368(a)(1)(D) of the Code for the Company and Ceridian HCM and under Section 355 and related provisions of the Code (including Section 361(c)(1) of the Code), and will not be taxable by reason of Section 355(e) of the Code.

• Notwithstanding the foregoing, any direct or indirect spin-off, split-off or similar transaction involving Company securities by any stockholder of the Company to its stockholders, including pursuant to a Permitted Spin Transaction (as defined in the Amended & Restated Operating Agreement of Newco LLC), shall not constitute a Change in Control.

• As part of an intra- corporate reorganization and following the Spin Transaction, HoldCo will sit above Exelon Generation in the corporate structure to address corporate and tax considerations.

• Subsidiaries of EHI that will become Subsidiaries of the Borrower in connection with the Spin Transaction are subject to restrictions and conditions in the indentures for the public notes and credit facilities of EHI as of June 1 , 2015.

More Definitions of Spin Transaction

Spin Transaction means the pro rata distribution by DXC to its shareholders of the common stock of the Company as described in the Form 10 and in accordance with the separation and distribution agreement described therein (the “Separation Agreement”) and in other filings made by DXC with the SEC prior to the Closing Date, with any changes thereto that are not materially adverse to the Lenders (or that are consented to by the Administrative Agent).

Spin Transaction means the distribution, following the separation of the Borrower’s business into two separate companies consisting of an Information Services business and an Order Management & Numbering Services business, by the Borrower of the equity of one of such separate businesses to its shareholders.

Spin Transaction the internal legal reorganization of Manitowoc separating its cranes and foodservice businesses into two independent, publicly-traded companies (the “Separation”) to consist of (i) the Borrower, which will be the spun-off entity that will own and operate Manitowoc’s foodservice business, and (ii) Manitowoc, which will own and operate the other business, it being understood and agreed that the spin-off transaction related to the foregoing shall be as described in the Form 10 filed by the Manitowoc with the United States Securities and Exchange Commission on September 1, 2015, as amended by Amendment 1 thereto filed October 6, 2015 and Amendment 2 thereto filed November 9, 2015 (as amended by the foregoing and pursuant to any other filings made by Manitowoc with the United States Securities and Exchange Commission prior to the Escrow Date to the extent such amendments are acceptable to the Administrative Agent), the “Form 10”) and in accordance with the separation agreement described therein.

Spin Transaction means the distribution by CSC to its shareholders of the common stock of the Company as described in the Form 10, and in accordance with the separation agreement described therein and in other filings made by CSC with the SEC prior to the Closing Date, with any changes thereto that are not materially adverse to the Lenders (or that are consented to by the Agents).

Spin Transaction means the contribution and distribution, taken together, described in Section 3.10 and Section 3.11, respectively, of the Master Reorganization Agreement entered into among Ceridian Holding Corp., Ceridian Intermediate Corp., Foundation Holding, Inc., Ceridian Corporation and the other parties signatory thereto dated as of October 1, 2013.

Spin Transaction means a transaction in which the equity interests in the general and limited partners of the Company would be contributed to a corporation held by a subsidiary of CVC which would then be distributed to CVC and by CVC to its then existing shareholders, on substantially the same terms and subject to the conditions described in the filing dated November 24, 2009 of Madison Square Garden, Inc. on Form 10 under the SEC rules (with any differences not being, in the aggregate, materially adverse to the interests of the Lenders).

Spin Transaction means (i) the distribution of HII’s entire ownership interest in the Borrower through a pro-rata distribution of all of the outstanding shares of the Borrower owned by HII on or about the Effective Date to the holders of HII’s common stock, pursuant to the terms and subject to the conditions set forth in the Distribution Agreement, (ii) the execution, delivery and performance of the Distribution Agreement and the agreements related thereto, including but not limited to the Farm Agreement, the Airport Access and Use Agreement, the employee matters agreement, the judgment sharing agreement, the tax sharing agreement, the shared services agreements and the transitional services agreements and (iii) the payment of a dividend in the amount of $250,000,000 to HII by the Borrower on or about the Effective Date.