Spinco Reorganization definition

Spinco Reorganization means the transfer of the Spinco Assets to Spinco and its Subsidiaries and the assumption of the Spinco Liabilities by Spinco and its Subsidiaries, and the transfer of certain Excluded Assets to Parent and its Subsidiaries and the assumption by Parent and its Subsidiaries of certain Excluded Liabilities, in exchange for stock and cash, all as more fully described in this Agreement and the other Ancillary Agreements and including the steps set forth in the Plan of Reorganization.
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Spinco Reorganization has the meaning set forth in the recitals to this Agreement.
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Spinco Reorganization means the series of restructuring and distribution transactions set forth on Schedule I and on the terms and subject to the conditions set forth in the Separation and Distribution Agreement.
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Examples of Spinco Reorganization in a sentence

  • Except as expressly set forth in any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and liability for the breach of any obligations contained herein, will survive each of the Spinco Reorganization, the Recapitalization and the Distribution and will remain in full force and effect.

  • As of the date hereof, Spinco is a direct, wholly owned Subsidiary of Burgundy that, subject to the terms of the Separation Agreement, following the Spinco Reorganization will own, directly or indirectly, the Spinco Assets, and will have assumed, directly or indirectly, the Spinco Liabilities, all as provided in the Separation Agreement.

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  • Upon the terms and subject to the conditions of the Separation Agreement, at or prior to the Effective Time, Grizzly, Burgundy and Spinco shall each execute and deliver the Transaction Agreements to which it is a party that have not previously been executed, in each case as contemplated by the Separation Agreement, as well as all other agreements, if any, required in connection with the Spinco Reorganization and the Distribution.

  • Each of Burgundy, Spinco and Grizzly represents and warrants that it knows of no fact (after due inquiry) that may cause the Tax treatment of the Spinco Reorganization, the Internal Contributions, the Internal Distributions, the Contribution or the Distribution to be other than the Tax-Free Status of the Transactions.

  • Except for such cases in which Parent is required under applicable Law to pay a Spinco Employee an amount in respect of such Spinco Employee’s accrued vacation as a result of the Spinco Reorganization or the Distribution, the Spinco Group shall honor all unused vacation of each Spinco Employee during the calendar year in which the Business Transfer Time occurs.

  • Any severance obligations of Xxxxx or other payments payable to employees, directors or consultants of Xxxxx or its subsidiaries resulting from the change of control of Xxxxx as a result of the Arrangement shall be a responsibility of Xxxxx that is transferred to, and assumed by, Spinco pursuant to Section 5.4(a)(ii) and the Spinco Assumption Agreement and shall constitute part of the Spinco Liabilities upon the completion of the Spinco Reorganization.

  • Parent and Spinco have entered into a Separation Agreement (such agreement, as amended, restated or modified from time to time, the “Separation Agreement”) pursuant to which Parent and Spinco have set out the terms on which, and the conditions subject to which, they wish to implement the Spinco Reorganization (as defined in the Separation Agreement) and the Distribution (as defined in the Separation Agreement).

  • Prior to or concurrently with the Spinco Reorganization, Spinco, together with the other members of the Spinco Group, will enter into the Spinco Financing Arrangements and incur the debt contemplated thereby, all on such terms and conditions as are contemplated by the Spinco Commitment Letter and Spinco Related Letter and the Burgundy Commitment Letter and the Burgundy Related Letter, as further described in the Merger Agreement.

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More Definitions of Spinco Reorganization

Spinco Reorganization has the meaning ascribed thereto in Section 5.4(a)(ii);
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Spinco Reorganization has the meaning ascribed thereto in Section 5.3(a) "Spinco Shares" means the common shares in the capital of Spinco;
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Spinco Reorganization shall have the meaning set forth in the Recitals hereto.
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Spinco Reorganization has the meaning given to it in Section 2.7.
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Related to Spinco Reorganization

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Internal Distribution has the meaning set forth in the recitals hereof.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Company Merger shall have the meaning given in the Recitals.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Steps Plan means a plan evidenced by Eligible Information contemplating that there will be a series of successions to some or all of the Relevant Obligations of the Reference Entity, by one or more entities.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Merger has the meaning set forth in the Recitals.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Second Merger has the meaning set forth in the Recitals.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • SpinCo shall have the meaning set forth in the Preamble.