SpinCo Cash Payment definition

SpinCo Cash Payment shall have the meaning set forth in the Separation and Distribution Agreement.
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SpinCo Cash Payment shall have the same meaning as that specified for “QCP Cash Payment” in the Separation and Distribution Agreement.
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SpinCo Cash Payment has the meaning set forth in Section 2.2.
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Examples of SpinCo Cash Payment in a sentence

  • If the Simultaneous Closing is to occur in accordance with Section 2.2(a), Parent shall, substantially concurrently with the Closing, have paid to the Company or the SpinCo Entity designated pursuant to Section 6.5 the SpinCo Cash Payment, for further payment to Matrix in accordance with the Separation and Distribution Agreement (including with respect to timing).

  • Incurrence of NMG Debt, SpinCo Cash Payment and Repayment of Meredith Debt.Pursuant to the terms of the Separation and Distribution Agreement, prior to the Distribution, NMG SpinCo will consummate the SpinCo Debt Financing (as defined below), comprising up to a $725 million senior term loan and a $200 million senior revolving credit facility.

  • The remaining dollar will go toward the school’s general field trip fund.

  • NMG SpinCo will use a portion of the proceeds of the SpinCo Debt Financing (as defined below) to make a cash payment (referred to as the “SpinCo Cash Payment”) to Meredith such that the net debt of Meredith (exclusive of the NMG SpinCo debt and after giving effect to the SpinCo Cash Payment) would be equal to $1.975 billion (subject to certain adjustments, the amount of net debt agreed by Meredith and Gray to be allocated to Meredith in connection with the Separation and Spin-Off (as described below)).

  • RemainCo and the RemainCo Subsidiaries will be Solvent as of immediately after giving effect to the Separation, the Distribution and the SpinCo Cash Payment.

  • The Distribution and SpinCo Cash Payment shall have been completed in accordance with the Spin-Off Agreements.

  • The proceeds of the SpinCo Cash Payment, together with cash on hand of Meredith and borrowings by Gray, will be used to satisfy all of Meredith’s outstanding long-term debt as of the date of the closing of the Merger.


More Definitions of SpinCo Cash Payment

SpinCo Cash Payment means a distribution or payment from SpinCo or another member of the SpinCo Group to the Company or the applicable member of the RemainCo Group, as directed by the Parent in consultation with the Company and in accordance with the Plan of Separation, of an amount equal to the amount that will result in the Closing Net Debt Amount being equal to the Target Net Debt Amount. The Company shall (a) cause SpinCo to make the SpinCo Cash Payment to the account or accounts of the Company or such other member of the RemainCo Group as mutually directed by the Parent and the Company in accordance with the Plan of Separation, in immediately available funds, on the Closing Date, immediately prior to the Distribution and substantially concurrently with the consummation of the Distribution and the Merger, and (b) use the SpinCo Cash Payment as directed by Parent in consultation with the Company to satisfy Liabilities under the Existing Indebtedness as determined pursuant to Section 7.13(a) and Section 7.13(b) of the Merger Agreement.
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Related to SpinCo Cash Payment

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Assumed Final Distribution Date The Distribution Date in July 2036.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Stock Value means an amount equal to (a) 25% multiplied by (b) (i) the Closing Purchase Price, minus (ii) the Financial Debt, minus (iii) the Transaction Expenses.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Tax Distribution Date has the meaning set forth in Section 4.01(b)(i).

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • Final Distribution Date The Distribution Date on which the final distribution in respect of the Certificates is made pursuant to Section 9.01.

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Performing Cash Pay High Yield Securities means High Yield Securities (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semiannual or annual period (as applicable) is payable in cash and (b) which are Performing.