Spinco Contribution has the meaning set forth in the Recitals.
Spinco Contribution shall have the meaning set forth in the Separation and Distribution Agreement.
Spinco Contribution has the meaning assigned to the term “Contribution” in the Separation Agreement.
Examples of Spinco Contribution in a sentence
Figure 18: Generic transonic fuselage - Boundary layer end of recompression part.As a conclusion, the Coles method is the preferred one for its reliability with respect to positive or negative pressure gradients.
Each of UWWH, IP and Spinco represents and warrants, as of the date hereof and as of the Effective Time, that it knows of no fact (after due inquiry) that would prevent the Tax treatment of the Controlled 1 Contribution, the First Internal Distribution, the Second Internal Distribution, the Third Internal Distribution, the Spinco Contribution, the Distribution or any other Covered Transaction from being consistent with the Tax-Free Status of the Transactions.
Effective as of the Amendment Effective Date (as defined below): (a) Section 1.01 of the Term Loan Agreement is hereby amended to add the following new defined term in its correct alphabetical order: “Permitted Separation Transactions” means the FMC Lithium Assets Contribution, the Lithium Spinco Contribution, the Lithium IPO and the Livent Revolving Credit Facility and any ancillary or related transactions contemplated thereby.
Distributing 8 uses any cash received in the Public Spinco Contribution to repay debt and/or make distributions to its shareholders within y months.
The Spinco Contribution and the Distributions shall have been consummated in accordance with the terms of the Separation Agreement and this Agreement.
More Definitions of Spinco Contribution
Spinco Contribution has the meaning set forth in the Tax Matters Agreement.
Spinco Contribution means the contribution by Spinco to Spinco OP of properties, as described in the Separation and Distribution Agreement, in exchange for units of equity interests of Spinco OP
Spinco Contribution shall have the meaning set forth in the Separation Agreement. “Spinco Employee” means an individual who will become or is reasonably expected by Xxxxxxxx, as of the date hereof, to become a “Spinco Employee,” as such term is defined in the Employee Matters Agreement. “Spinco Former Employee” shall have the meaning set forth in the Employee Matters Agreement.
Spinco Contribution shall have the meaning set forth in the Separation Agreement. “Spinco Group” shall have the meaning set forth in the Separation Agreement. “Spinco Taxes” means, without duplication, (a) any Taxes required to be paid by the Spinco Group attributable to the Post-Distribution Period, other than Remainco Taxes, and (b) any Taxes attributable to an Extraordinary Transaction effected on the Distribution Date after the Merger Effective Time by Spinco or a member of the Spinco Group at the direction of Merger Partner, other than Remainco Taxes. “Spinco Units” shall have the meaning set forth in the Merger Agreement. “Straddle Period” means any Tax Period that begins on or before and ends after the Distribution Date. “Subsidiary” shall have the meaning set forth in the Separation Agreement. “Tax” or “Taxes” means (a) any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, escheat or unclaimed property liability, customs, duties, alternative minimum, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any governmental entity or political subdivision thereof, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing and (b) all liabilities in respect of any items described in clause (a) payable by reason of assumption, transferee or successor liability, operation of Law or Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law), in each case, including any Taxes resulting from an Adjustment. “Tax Advisor” means a tax counsel or accountant of recognized standing in the relevant jurisdiction. “Tax Attribute” means a net operating loss, net capital loss, investment credit, foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could affect a Tax. “Tax Authority” means, with respect to any Tax, the Governmental Authority that imposes such Tax and the agency (if any) charged with the collection of such Tax for such entity or subdivision. “Tax Benefit” means any refund, credit, or other reduction in otherwise required Tax payments that is actually received in cash (or an actual reduction in cash payments f...
Spinco Contribution shall have the meaning set forth in the Separation Agreement. “Spinco Employee” shall have the meaning set forth in the Separation Agreement. “Spinco Group” shall have the meaning set forth in the Separation Agreement. “Spinco Properties” means each of the properties identified on Schedule 4 attached hereto. “Spinco Unit Transfer” shall have the meaning set forth in the Recitals. “Spinco Units” shall have the meaning set forth in the Merger Agreement. “Subleased Property” means each of the properties identified on Schedule 5 attached hereto. “Subsidiary” shall have the meaning set forth in the Separation Agreement. “Third Party” shall have the meaning set forth in the Merger Agreement. “Transaction Documents” shall have the meaning set forth in the Separation Agreement.
Spinco Contribution shall have the meaning set forth in the Separation Agreement. “Spinco Employee” shall have the meaning set forth in Section 1.1(a)(i). “Spinco Employee Schedule” shall have the meaning set forth in Section 1.1(a)(i). “Spinco EOR” shall have the meaning set forth in Section 1.1(b)(i). “Spinco Former Employee” means (i) an individual whose employment with any member of the Remainco Group or Spinco Group terminated prior to the Distribution, and immediately prior to such termination provided services primarily to the Spinco Business; and (ii) each Inactive Employee who does not become a Spinco Transferred Employee on or before the date which is twelve (12) months following the Distribution Date. “Spinco Group” shall have the meaning set forth in the Separation Agreement. “Spinco Labor Agreement” means any agreement with any Employee Representative Body to which Remainco or a member of the Remainco Group, or Spinco or a member of the Spinco Group, is a party or bound that pertains to any Spinco Employees. “Spinco Liabilities” shall have the meaning set forth in the Separation Agreement. “Spinco Transferred Employee” shall have the meaning set forth in Section 1.1(b)(i). “Spinco Unit Transfer” has the meaning set forth in Recitals. “Spinco Units” shall have the meaning set forth in the Merger Agreement. “Subsidiary” shall have the meaning set forth in the Separation Agreement. “Tax” shall have the meaning set forth in the Tax Matters Agreement. “Tax Matters Agreement” shall have the meaning set forth in the Separation Agreement. “Trading Day” shall mean the period of time during any given day, commencing with the determination of the opening price on the NYSE and ending with the determination of the closing price on the NYSE, in which trading and settlement in Remainco Ordinary Shares or Merger Partner Common Stock are permitted on the NYSE. “Transaction Documents” shall have the meaning set forth in the Separation Agreement. “Upfront Cash Award Payment” shall have the meaning set forth in the Separation Agreement.
Spinco Contribution means the contribution of all of the Equity Interests of Gaming Holdco by Remainco to Spinco. “Spinco Credit Support Account” shall have the meaning set forth in in Section 1.10(c). “Spinco Dispute Notice” shall have the meaning set forth in Section 2.6(d).