Separation and Distribution definition

Separation and Distribution. Agreement is defined in the third paragraph of the preamble of this Agreement.
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Separation and Distribution means the separation of the Company from Danaher, and the distribution of all of the shares of common stock of the Company to the Holders of common stock of Danaher subject to the terms of a separation and distribution agreement to be entered into between Danaher and the Company (provided that fractional shares that holders of Danaher would otherwise have been entitled to receive will be aggregated into whole shares and sold in the public market by Danaher’s distribution agent, and provided further that certain benefit plans held or sponsored by Danaher may hold shares of Danaher and as a result may receive and hold certain shares of the Company immediately following the separation and distribution).
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Separation and Distribution means the spin-off of the Company from the Parent, as described in the Offering Memorandum, including (1) the internal reorganization among the Parent and its subsidiaries (including the Company and its subsidiaries) pursuant to which the Alcoa Corporation Business is separated from the Parent and its other subsidiaries and (2) the Parent’s distribution of the shares of the Company’s common stock to the Parent’s stockholders.
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Examples of Separation and Distribution in a sentence

  • The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

  • The dispute resolution procedures set forth in Article VII of the Separation and Distribution Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement.

  • In the event of any inconsistency between this Agreement and the Separation and Distribution Agreement, or any other agreements relating to the transactions contemplated by the Separation and Distribution Agreement, with respect to matters addressed herein, the provisions of this Agreement shall control.

  • Section 10.15 of the Separation and Distribution Agreement is hereby incorporated by reference.

  • Any capitalized terms used but not defined in this Agreement have the meanings given to them in the Separation and Distribution Agreement.

  • The procedures for indemnification set forth in Sections 4.5, 4.6 and 4.7 of the Separation and Distribution Agreement shall govern claims for indemnification under this Agreement.

  • Notwithstanding anything in this Agreement to the contrary, all confidential records and data relating to Employees to be shared or transferred pursuant to this Agreement shall be subject to Section 6.9 of the Separation and Distribution Agreement and the requirements of applicable Law.

  • Section 10.16 of the Separation and Distribution Agreement is hereby incorporated by reference.

  • Except as expressly set forth in this Agreement, the covenants, representations and warranties contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and Distribution and shall remain in full force and effect.

  • Capitalized terms used in this Agreement and not otherwise defined in this Agreement have the respective meanings assigned thereto in the Separation and Distribution Agreement.


More Definitions of Separation and Distribution

Separation and Distribution has the meaning specified in the recitals to this Agreement.
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Separation and Distribution. AGREEMENT is defined in the recitals to this Agreement.
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Separation and Distribution. AGREEMENT shall mean the Separation and Distribution Agreement dated as of February 1, 2001, by and between Lucent and Agere.
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Separation and Distribution means the separation of the Company from Danaher, and the distribution of all of the shares of common stock of the Company to the Holders of common stock of Danaher subject to the terms of a separation and distribution agreement to be entered into between Danaher and the Company.
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Separation and Distribution has the meaning given to it in the Recitals.
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Related to Separation and Distribution

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Deferred Issuance and Distribution has the meaning assigned to such term in the Partnership Agreement.

  • In-Kind Distribution Date means , .

  • Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.

  • Unclaimed Distribution means any distribution under the Plan on account of an Allowed Claim or Interest to a Holder that has not: (a) accepted a particular distribution or, in the case of distributions made by check, negotiated such check; (b) given notice to the Reorganized Debtors of an intent to accept a particular distribution; (c) responded to the Debtors’ or Reorganized Debtors’ requests for information necessary to facilitate a particular distribution; or (d) taken any other action necessary to facilitate such distribution.

  • Separation shall have the meaning set forth in the Recitals.

  • Distribution Agreement has the meaning set forth in the recitals to this Agreement.

  • Distribution Time means the time at which the Distribution is effective on the Distribution Date.

  • Income Distribution shall be calculated as set forth in subparagraph (A), below, unless the Prospectus provides for the averaging of income distributions, in which case, "Income Distribution" shall be shall be calculated as set forth in subparagraph (B), below. Accordingly, the Unitholder's "Income Distribution" shall be equal to:

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Pre-Distribution Period means any Tax Period ending on or before the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Distribution Date.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Distributions means amounts payable in respect of the Trust Securities as provided in Section 4.1.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Separation Benefits has the meaning accorded such term in Section 3.04.

  • Separation Date has the meaning set forth in the Separation Agreement.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Distribution Election With respect to any Series, as specified in the related Supplement.

  • Cash Distribution means the distribution by the Company to all holders of its Common Stock of cash, other than any cash that is distributed upon a merger or consolidation to which Section 2(h) applies or as part of a distribution referred to in paragraph (4) of Section 2(b).

  • Distribution Agreements means the Amended and Restated Distribution and License Agreements dated as of November 30, 1992 between Bollore and North Atlantic Operating Corporation, Inc., a Delaware corporation and subsidiary of Turning Point, relating to (i) the United States and (ii) Canada, each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999, October 20, 1999, June 19, 2002, February 28, 2005 and April 20, 2006, and the License and Distribution Agreement, dated March 19, 2013, between Bollore and North Atlantic Operating Corporation, Inc., in each case as so amended and as may hereafter be amended, modified or superseded, and any other related agreements between or among such parties.