SPIN Clause Samples

SPIN. Section 4.1 No Obligation to Effect External Spin. Although ▇▇▇▇▇▇▇▇ intends to effect the External Spin, the parties agree that ▇▇▇▇▇▇▇▇ is under no obligation to effect the External Spin at any time.
View SourceView Similar (4)
SPIN. The Contractor shall obtain a valid E-rate SPIN (Service Provider Identification Number), and must provide that SPIN in the bid submitted in response to this bid opportunity. If a supplier does not currently have a SPIN but would like to apply for one, the supplier must submit a completed FCC Form 498 to the E-rate program administrator for the Schools and Libraries Division of the Universal Service Administrative Company (SLD). The form is available on the SLD’s website at ▇▇▇.▇▇▇▇.▇▇▇ in the Forms Section.
View SourceView Similar (4)
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.
View Source
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...
View Source
SPIN a well-known logic model checker. The basic building blocks of SPIN models are asynchronous processes in terms of finite state automata. SPIN use buffered and rendezvous message channels, as well as synchronizing statements, for synchronizing more than two processes.
View Source
SPIN 
View SourceView Similar (3)

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, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates 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 certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b). Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 of the shares of i3 Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares of ACE*COMM Common Stock as provided in this Article II. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b).

  • 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.