Spinoff Entity definition

Spinoff Entity means a Person(s) that acquire(s) all or substantially all of the assets of a unit, division, group or operation that includes any of (i) Lessee, (ii) Lessee’s direct or indirect parent, or (iii) no less than five (5) restaurants operating under the same restaurant brand as is operating at the Property as an ongoing concern (whether by acquisition of assets directly or the acquisition of one or more Persons directly or indirectly hold such assets).
Sample 1Sample 2Sample 3
Spinoff Entity as defined in letter (d) of Section 9.3.
Sample 1
Spinoff Entity means a Person that, substantially contemporaneously with any subletting under this Section 8.01E, acquires all or substantially all of the assets of a unit, division, group or operation of a Permitted Entity that relates to a particular aspect of a Permitted Entity Tenant’s business; it being agreed, however, that upon an Person becoming a Spinoff Entity it will no longer be an Affiliate of Tenant.
Sample 1

Examples of Spinoff Entity in a sentence

  • In case of any spin-off by the Corporation of another person (the "Spin-off Entity") at any time after the issuance of this Warrant but prior to the exercise hereof, the Corporation shall issue to the Holder a new warrant entitling the Holder to purchase, at a nominal exercise price, the number of shares of common stock or other proprietary interest in the Spin-off Entity that the Holder would have owned had the Holder, immediately prior to such spin-off, exercised this Warrant.

  • Except as set forth in Section 5.07 of the Blockchain Alliance Disclosure Schedule, Blockchain Alliance shall cause all Contracts, commitments or arrangements between or among any Spin-off Entity, on the one hand, and any of its Related Person, on the other hand, to be terminated effective as of the First Closing without continuing liability of any kind on any Spin-off Entity, and Blockchain Alliance shall deliver written evidence of such termination to the Company at or prior to the First Closing.

  • Since the incorporation date of respective Spin-off Entity, there has been no organized strike, slowdown, work stoppage or lockout, or similar activity or, to the Knowledge of Blockchain Alliance, threat thereof, by or with respect to any employee of the Spin-off Entities or any Transferred Employee.

  • To the Knowledge of Blockchain Alliance, no audit or Action of, or with respect to, any material Tax Return or material Taxes of any Spin-off Entity is currently in progress or threatened.

  • No written claim has been made by a Governmental Authority in any jurisdiction where any Spin-off Entity has not filed material Tax Return that such Person is or may be subject to material Tax or any filing requirement related to material Tax in that jurisdiction.

  • Any Wind-down Costs to TSG as the result of the creation of a Spin-off Company or Affiliated Spin-off Entity shall be borne and paid by AMERICAN or such of the entities as AMERICAN may designate.

  • Blockchain Alliance agrees that for a period of twenty-four (24) months following the First Closing, it will not and it will ensure that its Affiliates (and any Person acting on behalf of or in concert with it or any of its Affiliates) will not, directly or indirectly, solicit for employment or hire any officer, director, or employee of any Spin-off Entity.

  • At no additional cost and without the prior consent of Service Provider, Qualcomm shall have the right to assign this Agreement or any rights, obligations or interests under this Agreement to (i) any Qualcomm affiliate in which Qualcomm directly or indirectly owns at least a majority equity interest or (ii) a Spin-off Entity, in each case so long as such assignee agrees to be hound by the terms and conditions of this Agreement or a replacement version of this Agreement.

  • No Spin-off Entity has extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer of Blockchain Alliance Group Company.

  • Until the Spinoff is completed, all assets and liabilities of the Redomestication Surviving Corporation’s existing business shall remain with the Redomestication Surviving Corporation and shall be conveyed to the Spinoff Entity.

Related to Spinoff Entity

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Roll-Up Entity means a partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

  • Joint Venture Subsidiary means a Subsidiary of the Company or any of its Subsidiaries that has no assets and conducts no operations other than its ownership of Equity Interests of a Joint Venture.

  • Group Entity means any of the Company and Subsidiaries of the Company.

  • subsidiary entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Acquisition Subsidiary shall have the meaning set forth in the Preamble.

  • Excluded Entity means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • Subject Entity means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

  • Ultimate Parent Entity means a Constituent Entity of an MNE Group that meets the following criteria:

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.