SPIN Sample Clauses

SPIN. Section 4.1 No Obligation to Effect External Spin. Although Williams intends to effect the External Spin, the parties agree that Williams is under no obligation to effect the External Spin at any time.
SPIN. Off After the Closing Date, Buyer and DCDC shall use their best efforts to file a registration statement with the Securities and Exchange Commission (the "SEC") to register Buyer's Common Stock under Section 12 of the Securities Act of 1933 (the "Act") and DCDC, upon the effectiveness of such registration statement, shall distribute its shares of Common Stock of Buyer to its shareholders (hereafter referred to as the "Spin-Off') . If Buyer and DCDC fail to effectuate the Spin-Off on or before the "Deadline" (described below) then Seller shall have the right upon notice to Buyer and DCDC to exchange all shares of the Common Stock of Buyer which he acquires pursuant to this Agreement into shares of the Common Stock of DCDC at the ratio of one fourth of a share of DCDC for each whole share of Buyer in accordance with the Conversion Agreement attached hereto as Exhibit D. The Deadline shall be the first anniversary of the Closing Date, provided, however, if Buyer and DCDC have submitted a registration statement to the Securities and Exchange Commission on or before such date, then the Deadline shall automatically be extended to the second anniversary of the Closing Date, and further provided that if the Spin-Off has not been effectuated by such second anniversary the Deadline shall automatically be extended until the third anniversary of the Closing Date upon delivery by Buyer or DCDC of a notice electing such extension. In addition, the Deadline shall be automatically extended by that period of time between the filing of the Registration Statement and any amendments thereto with the SEC and the response by the SEC to such Registration Statement and any amendments thereto. If, at any time prior to the earlier of the "Restructure Date" (defined below)or the effective date of the registration statement with regard to the Spin-Off (the earlier of such dates being hereafter referred to as the "Adjustment Date"), the Buyer issues any additional shares of its Common Stock or options, warrants or securities convertible into Common Stock (i) if Buyer has issued Common Stock, Buyer shall issue to Seller Common Stock or (ii) if Buyer has issued options, warrants or securities convertible into Common Stock, Buyer shall issue to Seller options to purchase Common Stock, the exercise price and terms of exercise shall be equivalent to those of such options, warrants or convertible securities. Such additional Common Stock and options shall permit Seller to purchase that numbe...
SPIN. Without Majority Preferred Approval, PXP will not commence or effect a spin out of the shares of stock of the Company held by PXP or any of its subsidiaries to the stockholders of PXP, except in a transaction where: (i) the conditions set forth in clauses (ii) and (iii) of the definition of Forced Conversion Conditions are satisfied at or prior to the consummation of such transaction and (ii) the Chief Executive Officer of the Company and PXP are the same individual after the consummation of such transaction.

Related to SPIN

  • Recapitalization Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder, but only to the extent the Purchased Shares are at the time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of Purchased Shares subject to this Agreement and to the price per share to be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation's capital structure; provided, however, that the aggregate purchase price shall remain the same.

  • Exchange of Shares (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.

  • Recapitalization, etc In the event that any capital stock or other securities are issued in respect of, in exchange for, or in substitution of, any Shares by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to stockholders or combination of the Shares or any other change in capital structure of the Issuer, appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

  • Recapitalizations, etc The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

  • Recapitalization or Reclassification If the Company shall at any time effect a recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or smaller number of shares, then upon the effective date thereof, the number of shares of Common Stock which Holder shall be entitled to purchase upon Exercise of this Warrant shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of Common Stock by reason of such recapitalization, reclassification or similar transaction, and the Exercise Price shall be, in the case of an increase in the number of shares, proportionally decreased and, in the case of decrease in the number of shares, proportionally increased. The Company shall give Holder the same notice it provides to holders of Common Stock of any transaction described in this Section 5(b).

  • Exchange of Shifts Employees may exchange shifts with the approval of the Employer, provided that, whenever possible, sufficient advance notice in writing is given and provided that there is no increase in cost to the Employer.

  • Recapitalization or Readjustment In case of any recapitalization, readjustment or other change in the capital structure of the Fund requiring a change in the form of stock certificates, DST will issue or register certificates in the new form in exchange for, or in transfer of, the outstanding certificates in the old form, upon receiving:

  • Mergers, Recapitalizations, Stock Splits, Etc Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the Common Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock split, stock dividend or otherwise) shall result in an adjustment, reduction or enlargement, as appropriate, in Participant’s rights with respect to any unexercised portion of the Option (i.e., Participant shall have such “anti-dilution” rights under the Option with respect to such events, but shall not have “preemptive” rights).

  • Reorganization The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term "Company" as used in this Agreement shall be deemed to refer to the successor or survivor company.

  • Dividend Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Sections 11.2(e)(i), 11.2(e)(ii)(A) or 11.2(e)(ii)(B) of the Equity Definitions). Extraordinary Events: Merger Event: Applicable; provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and an Additional Termination Event under Section 8(l) of this Confirmation, Dealer may elect whether the provisions of Section 12.2 of the Equity Definitions or Section 8(l) of this Confirmation will apply. Consequences of Merger Events: