Spin-Off Transaction definition

Spin-Off Transaction means a distribution by the Company to its shareholders of all or any portion of the securities of any Subsidiary of the Company.

Spin-Off Transaction shall have the meaning set forth in the recitals to this Agreement.

Spin-Off Transaction means, collectively, the transactions, substantially on the terms described in the Offering Memorandum, which upon consummation thereof, will result in (a) PHRI holding directly or indirectly all or substantially of the Ownership Business and (b) HGVI holding directly or indirectly all or substantially all of the Timeshare Business, and which will be completed by the distribution by Holdings to its stockholders of shares of each of PHRI and HGVI on a pro rata basis, and all related transactions, including the Ownership Capitalization and the Financing Transactions.

Examples of Spin-Off Transaction in a sentence

• Shares of Navient Common Stock Received in the Spin-Off Transaction: For shares of Navient common stock received in Navient’s Spin-Off Transaction in April 2014 (“Spin Shares”), the purchase/acquisition price will be $16.99, the closing price of Navient common stock on April 17, 2014.

• The Partnership will, and will cause the Spin-Off Companies, to file with the SEC a Form 10 with respect to the Spin-Off Transaction as soon as practical following the date of this Agreement.

• Accordingly, consistent with the foregoing, for Spin Shares received in the Spin-Off Transaction, Recognized Loss Amounts calculated under paragraph 8 above will be reduced by 50%.

• Accordingly, consistent with the foregoing, for Spin Shares received in the Spin-Off Transaction, Recognized Loss Amounts calculated under paragraph 8 above will be reduced by 50%.CALCULATION OF RECOGNIZED LOSS AMOUNTS FOR NAVIENT CALL AND PUT OPTIONS 10.

• Notwithstanding any provision herein to the contrary, the Partnership agrees to cause the Partnership to have, as of the Effective Time 82 and after giving effect to the Spin-Off Transaction (i) unrestricted cash balances in the accounts of and belonging to the Partnership and its Subsidiaries (other than APL and its Subsidiaries) equal to at least $5,000,000 and (ii) net working capital (including the unrestricted cash described in clause (i)) of no less than $5,000,000.

More Definitions of Spin-Off Transaction

Spin-Off Transaction means, collectively, the transactions which upon consummation thereof will result in (a) HGVI holding, directly or indirectly, all or substantially all of Holdings’ timeshare business, (b) the Seller being a wholly-owned Subsidiary of HGVI and (c) the stockholders of Holdings holding all of the shares of common stock of HGVI.

Spin-Off Transaction means, any transaction in which assets of the Company are transferred or sold to a company or corporate entity in which the Shareholders hold equal stakes, pro-rata to their ownership of the Company.

Spin-Off Transaction means, collectively, the transactions which resulted in (a) PHRI holding directly or indirectly all or substantially of the Ownership Business and (b) HGVI holding directly or indirectly all or substantially all of the Timeshare Business, and which was completed on January 3, 2017 by the distribution by HLT Parent to its stockholders of shares of each of PHRI and HGVI on a pro rata basis, and all related transactions.

Spin-Off Transaction means any transaction by which a Subsidiary of the Corporation ceases to be a Subsidiary of the Corporation by reason of the distribution of such Subsidiary’s equity securities 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.

Spin-Off Transaction means (a) the transfer by the Borrower of (x) certain Real Estate assets of the Borrower and its Subsidiaries and (y) certain independent living facilities to CTRI, (b) the spin-off of CTRI and its Subsidiaries to the Borrower’s shareholders and (c) the series of corporate and other restructurings and other transactions entered into in connection with the foregoing, in each case that occurred within the first three (3) Business Days following the Original Closing Date.

Spin-Off Transaction means the Contribution, the Distribution, the deployment by Parent of the proceeds of the SpinCo Debt Proceeds Distributions, any Subsequent Distributions, any Debt-for-Debt Exchange and any Debt-for-Equity Exchange, taken together.

Spin-Off Transaction means any pro rata transfer by a Parent (such Parent, a “Spinning Entity”) to its stockholders in a spin-off or similar transaction of all of the capital stock of a Permitted Transferee of such Spinning Entity owning directly or indirectly all of the Equity Securities and Units beneficially owned by such Spinning Entity and its Affiliates (the “Spin-Off Entity”) that qualifies as a tax-free spin-off under Section 355(c) of the Code; provided that in order to be treated as a Spin-Off Transaction the Spin-Off Entity must,