SpinCo Transfer definition

SpinCo Transfer shall have the meaning ascribed to it in the Separation Agreement.

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SpinCo Transfer means the contribution of the SpinCo Assets (as defined in the Separation Agreement) by the Company to SpinCo in consideration for the issuance of the SpinCo Common Stock and the assumption of the SpinCo Liabilities (as defined in the Separation Agreement), in each case, in accordance with the Separation Agreement.

SpinCo Transfer means the contribution of the SpinCo Assets pursuant to Section 2.02 by the Company and other members of the Company Group to SpinCo in consideration for the issuance of the SpinCo Common Stock and the assumption of the SpinCo Liabilities pursuant to Section 2.02, in each case, in accordance with the requirements of this Agreement.

Examples of SpinCo Transfer in a sentence

Parent will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Parent and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the SpinCo Common Units to be distributed to the holders of Parent Common Units in connection with the Distribution.
Transfer Taxes (other than those attributable to the Internal Reorganization and the SpinCo Transfer) shall be allocated 50% to the Company and 50% to SpinCo. Any Transfer Taxes attributable to the Internal Reorganization or the SpinCo Transfer shall be allocated solely to the Company.
RemainCo will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with RemainCo and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the delivery of the shares of SpinCo Common Stock to be distributed to the holders of RemainCo Common Stock in connection with the Distribution.
Neither Manitowoc ParentCo, SpinCo nor the SpinCo Transfer Agent will be required to guarantee any minimum sale price for the fractional shares of SpinCo Common Stock.
A SpinCo U.S. Pension Beneficiary shall not accrue benefits under the RemainCo Governmental Operations Plan after the SpinCo Transfer Date, unless such SpinCo U.S. Pension Beneficiary shall become employed by any member of the RemainCo Group that participates in the RemainCo Governmental Operations Plan on or after the SpinCo Transfer Date.
On and before the SpinCo Transfer Date, the RemainCo Governmental Operations Plan shall continue to make the required benefit payments to the SpinCo U.S. Pension Beneficiaries.
Promptly following the SpinCo Transfer Date, the RemainCo Actuary shall determine the SpinCo Transfer Amount.
Following the determination of the SpinCo Transfer Amount (as defined below) by RemainCo, RemainCo shall cause to be transferred from the RemainCo Governmental Operations Plan to the SpinCo Commercial Operations Plan assets having an aggregate Value (as defined below) equal to the SpinCo Transfer Amount.
After the SpinCo Transfer Date, the SpinCo Commercial Operations Plan shall commence making the required benefit payments.
Purchase Price The SpinCo Class C Preferred Stock will be issued to General Electric Company (“GE”) in connection with the SpinCo Transfer (as defined in the Separation Agreement).

More Definitions of SpinCo Transfer

SpinCo Transfer means the contribution of the SpinCo Assets by Citadel to SpinCo and the assumption of the SpinCo Liabilities by SpinCo, in each case, in accordance with this Agreement.

SpinCo Transfer has the meaning assigned to such term in the Spinco Separation Agreement.

SpinCo Transfer means the contribution of the Transferred Assets pursuant to Section 2.02 by Parent to Spinco in consideration for the transfer of the Spinco Common Stock, the transfer to Parent of the Spinco Special Cash Payment and the assumption of the Assumed Liabilities pursuant to Section 2.02, in each case, in accordance with the requirements of this Agreement.

SpinCo Transfer has the meaning set forth in the Recitals hereto.