SpinCo Business definition
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
SpinCo Business shall have the meaning set forth in the Separation Agreement.
SpinCo Business has the meaning set forth in the Distribution Agreement.
Examples of SpinCo Business in a sentence
Notwithstanding anything to the contrary set forth in this Agreement, (i) SpinCo shall not be required to provide or cause to be provided any Service for use in or for any business other than the Royalty Business and (ii) RemainCo shall not be required to provide or cause to be provided any Service for use in or for any business other than the SpinCo Business.
To the extent that the designation of any such Assets as SpinCo Assets would result in the assumption of additional SpinCo Liabilities by SpinCo that exceed the value of such Assets, or where such Assets are not primarily related to the SpinCo Business, the Parties will negotiate in good faith to determine the allocation of such Assets as between RemainCo and SpinCo.
More Definitions of SpinCo Business
SpinCo Business means the business and operations conducted by the SpinCo Group as of the Distribution Date, as such business and operations are described in the Information Statement.
SpinCo Business means each trade or business that is actively conducted (within the meaning of Section 355(b) of the Code) by Spinco or any other member of the Spinco Group immediately after the Spin-Off and that is relied upon in the Tax Opinion Documents to satisfy the requirements of Section 355(b) with respect to the Spin-offs.
SpinCo Business means the business of designing, manufacturing and selling turbocharger, electric-boosting and connected vehicle technologies for light and commercial vehicle original equipment manufacturers and the aftermarket, as conducted by Honeywell and its Affiliates prior to the Distribution, including as described in the Information Statement; provided that the SpinCo Business shall not include any Former Business.
SpinCo Business means (a) the business, operations and activities of the Publishing segment of Parent conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries and (b) any terminated, divested or discontinued businesses, operations and activities that, at the time of termination, divestiture or discontinuation, primarily related to the business, operations or activities described in clause (a) as then conducted, including those set forth on Schedule 1.4, excluding, in the case of each of clause (a) and (b), the business, operations and activities primarily related to the Parent Assets.
SpinCo Business means the business of providing to SpinCo Customers: (1) hardware, software solutions or connected services (or combinations thereof) in support of, in each case, conversational and cognitive artificial intelligence that facilitates interactions by Occupants with or through Vehicles or Vehicle Specific Equipment and sold by the SpinCo Group primarily for use in or with Vehicles or Vehicle Specific Equipment (collectively, the “SpinCo Technology”), and (2) related software solutions or connected services (or combinations thereof) marketed and sold by the SpinCo Group primarily for use with the SpinCo Technology, as conducted by Nuance and its Affiliates prior to the Distribution, including as described in the Information Statement; provided that the SpinCo Business shall not include any Former Business.
SpinCo Business has the meaning ascribed to the term “Spinco Business” in the Tax Opinion Representations that constitutes an active trade or business (within the meaning of section 355(b) of the Code) of the separate affiliated group (as defined in section 355(b)(3)(B) of the Code) of Spinco.
SpinCo Business has the meaning set forth in the Merger Agreement.