SpinCo Form 10 definition

SpinCo Form 10 means the registration statement on Form 10 filed by SpinCo with the Commission in connection with the Distribution.
Sample 1Sample 2Sample 3
SpinCo Form 10 means the registration statement on Form 10 filed by Spinco with the SEC in connection with the Spinco Distribution.
Sample 1Sample 2Sample 3

Examples of SpinCo Form 10 in a sentence

  • On or prior to the Distribution Date, all necessary actions shall be taken to adopt the form of Certificate of Incorporation and By-laws filed by SpinCo with the Commission as exhibits to the SpinCo Form 10.

  • Nothing in this Section 4.3 shall be deemed, by itself, to shift Liability for any portion of the SpinCo Form 10 or SpinCo Information Statement to RemainCo.

  • SpinCo shall file such amendments and supplements to the SpinCo Form 10 as RemainCo may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the SpinCo Form 10 as may be required by the Commission or federal, state or foreign securities Laws.

  • The information provided by any party hereto for use in the Proxy Statement, Registration Statement, AIMCO Form 8-A and SpinCo Form 10 shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading.

  • The parties hereto shall each use reasonable best efforts to cause the Proxy Statement and Registration Statement, AIMCO Form 8-A and SpinCo Form 10 to be declared effective under the Securities Act as promptly as practicable after such filing.

  • No representation, covenant or agreement is made by any party hereto with respect to information supplied by any other party for inclusion in the Proxy Statement, Registration Statement and SpinCo Form 10.

  • The parties will prepare and file with the SEC as soon as reasonably practicable after the date hereof the Proxy Statement, the Registration Statement, AIMCO Form 8-A and the SpinCo Form 10.

Related to SpinCo Form 10

  • SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • SpinCo shall have the meaning set forth in the Preamble.

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

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of September 30, 2021, as presented in the Information Statement made available to the Record Holders.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Parent Plans has the meaning set forth in Section 6.4(c).

  • Distribution Statement has the meaning set forth in Section 5.02(c) of the Trust Agreement.

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

  • SpinCo Employee means any individual who, as of the Effective Time, is employed by or will be employed by Spinco or any member of the Spinco Group, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short- or long-term disability leave, leave under the Family Medical Leave Act and other approved leave).

  • RemainCo shall have the meaning set forth in the Preamble.

  • Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

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

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.

  • Parent Plan has the meaning set forth in Section 7.8(b).

  • Welfare Plans shall have the meaning set forth in Section 3.2.4.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Separation Time means the close of business on the tenth Trading Day after the earlier of:

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Consolidated Return means a Tax Return filed with respect to Federal Income Taxes for the Consolidated Group.

  • Plan Supplement Filing Date means the date or dates on which the Plan Supplement shall be filed with the Bankruptcy Court. The first Plan Supplement Filing Date shall be at least seven days prior to the Voting Deadline or such later date as may be approved by the Bankruptcy Court without further notice.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Joint Return means one return made jointly by a married individual with that individual's spouse.