Separation and Distribution definition

Separation and Distribution. Agreement is defined in the third paragraph of the preamble of this Agreement.
View Source
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).
View Source
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.
View Source

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.

  • This indemnity shall be in addition to any liability the participating Holder may otherwise have, including under the Separation and Distribution 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.

  • 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. AGREEMENT is defined in the recitals to this Agreement.
View Source
Separation and Distribution has the meaning specified in the recitals to this Agreement.
View Source
Separation and Distribution means the spin-off of the Company from the Parent, as described in the Offering Memorandum, including
View Source
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.
View Source
Separation and Distribution has the meaning given to it in the Recitals.
View Source
Separation and Distribution. AGREEMENT shall mean the Separation and Distribution Agreement dated as of February 1, 2001, by and between Lucent and Agere.
View Source

Related to Separation and Distribution