Spinco Merger means the merger of the Spinco Merger Sub with and into Spinco pursuant to the Acquisition Agreement.

Spinco Merger means the Parent’s merger with Amentum Parent Holdings LLC as described in the SpinCo Agreements.

Spinco Merger means the Thin Crust Merger as defined in the Reorganization Agreement.

Examples of Spinco Merger in a sentence

Except as expressly set forth in this Agreement, as between Parent and SpinCo, this Agreement shall become effective upon the consummation of the Distribution, and as between Parent, SpinCo, Merger Partner and Merger Partner Equityholder, this Agreement shall become effective upon the consummation of the Merger.
It is the intention by the Parties that, for U.S. federal income Tax purposes, the Domestication qualify as a “reorganization” under Section 368(a)(1)(F) of the Code, the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and SpinCo, Merger Sub and Parent be parties to such Merger reorganization within the meaning of Section 368(b) of the Code.
Sections 1.3(a) through (i), 10.2, 10.4 through 10.6, 10.8(a) (other than clause (ii) thereof), 10.8(b) (other than clause (ii) thereof) and 10.9 through 10.11 of the Merger Agreement are incorporated by reference into this Agreement, mutatis mutandis, except that each reference to “this Agreement” in such sections of the Merger Agreement shall be deemed to refer to this Agreement and references to “Parties” shall refer to Parent, SpinCo, Merger Partner and Merger Partner Equityholder, as appropriate.
Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than Parent, SpinCo, Merger Partner, and Merger Partner Equityholder, any rights or remedies under or by reason of this Agreement.
This Agreement shall be binding upon and inure to the benefit of Parent, SpinCo, Merger Partner, and Xxxxxx Partner Equityholder and their respective permitted successors and assigns.
Parent, the Company, SpinCo, Merger Sub and the Exchange Agent shall each be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign Tax Law.
None of Parent, SpinCo, Merger Partner, or Merger Partner Equityholder may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Parties and Merger Partner Equityholder, as applicable.

More Definitions of Spinco Merger

Spinco Merger means the merger of the Spinco Merger Sub with and into Spinco pursuant to the Acquisition

Spinco Merger shall have the meaning provided in the recitals to this Agreement.

Spinco Merger shall have the meaning specified in the Recitals hereof.

Related to Spinco Merger

First Merger shall have the meaning given in the Recitals hereto.
Company Merger has the meaning set forth in the recitals hereto.
Second Merger has the meaning set forth in the Recitals.
Effective Time has the meaning set forth in Section 2.2.
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Sub II has the meaning set forth in the Preamble.
Merger Sub I has the meaning set forth in the Preamble.
Merger Closing means the “Closing” as defined in the Merger Agreement.
Merger Sub 2 has the meaning set forth in the Preamble.
Bank Merger has the meaning set forth in Section 1.03.
Merger has the meaning set forth in the Recitals.
Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Reorganization Transactions shall have the meaning set forth in the Recitals.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Separation Transactions has the meaning set forth in the Separation and Distribution Agreement.
Merger Sub Board means the board of directors of Merger Sub.
Surviving Entity has the meaning set forth in Section 2.1.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Pre-Acquisition Reorganization has the meaning specified in Section 4.6(1).

Spinco Merger definition

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