Spinoffs definition
Examples of Spinoffs in a sentence
In the event that a third party acquires any Participating Spin-off, its business, or all or substantially all of its assets, then such third party may only assume the rights of Participating Spin-offs hereunder with respect to Wafer types of such Participating Spin-off that have been manufactured or are under development by the Newport Beach Fab at the time of such acquisition.
If no similar Wafers or terms provided by these manufacturers can be found, (y) for Specialty Wafers, Company will determine the Basic Price based on the average price per Move as sold to all customers (other than, Conexant, Conexant Affiliates, or Conexant Spin-offs) for the family of Company’s Specialty Wafer products most comparable to the Wafers in question; and (z) for Non-Specialty Wafers, the Parties will agree upon a reasonable Basic Price.
Except for the pricing established under this Supply Agreement, and the rights of Conexant Spin-offs to purchase Wafers from Company at such pricing, no provision of this Supply Agreement, express or implied, is intended or will be construed to confer upon or give to any customer or other person other than the Parties any rights, remedies, or other benefits under or by reason of this Supply Agreement.
If Conexant and Participating Spin-offs partition Wafer Volume Commitments as set forth above, the determination of whether the Wafer Volume Commitment is met will be determined on a collective basis, and no additional payments to meet the Wafer Volume Commitment will be due to Company if the total number of Wafers purchased by Conexant and Participating Spin-offs is sufficient to meet or exceed the applicable Wafer Volume Commitment.
Except for Conexant Spin-offs, there are no third-party beneficiaries of this Supply Agreement.
Conexant may, at its discretion and at any time upon written notice to Company, allocate any existing Wafer Credits between Conexant and any of the Conexant Spin-offs, provided that any Wafer Credits so allocated shall remain subject to the provisions hereof.
Each of Tenneco and Acquiror shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval and adoption of this Agreement, the Merger and the Spinoffs or the Stock Issuance, as applicable, and shall take all other action necessary or advisable to secure the vote or consent of stockholders required therefor by applicable Law and/or its certificate of incorporation or other governing instrument or document.
Each share of Tenneco Stock owned immediately prior to the Effective Time (after giving effect to the Spinoffs) by Tenneco, directly as treasury stock or indirectly through one or more of its wholly-owned subsidiaries, or by Acquiror or any direct or indirect wholly-owned subsidiary of Acquiror, shall be cancelled and retired and shall cease to exist and no Acquiror Stock or other consideration shall be delivered in exchange therefor or with respect thereto.
There shall not have occurred any announcement or introduction of legislation by an Appropriate Person as a result of which Acquiror reasonably determines, in good faith after consultation with Tenneco and its advisors, that there exists a reasonable likelihood that the Spinoffs or the Merger would not be tax free for federal income tax purposes to Tenneco and Acquiror.
Each of Tenneco and Acquiror shall use its reasonable best efforts so that, immediately prior to the Spinoffs, the Debt Realignment has been effected (with only such modifications as are not adverse, except to a de minimis extent, to Acquiror, the Energy Business, the Industrial Subsidiary or the Shipbuilding Subsidiary).