SPIN Sample Clauses

SPIN. Section 4.1 No Obligation to Effect External Spin. Although Xxxxxxxx intends to effect the External Spin, the parties agree that Xxxxxxxx is under no obligation to effect the External Spin at any time.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
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...
Sample 1
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 xxx.xxxx.xxx in the Forms Section.
Sample 1
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.
Sample 1
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.
Sample 1

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.

  • 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.

  • 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 Subdivision, Combination or Reclassification of Common ---------------------------------------------------------------- Stock. In the event that the Company shall at any time or from time to time, ----- after the issuance of this Warrant but prior to the exercise hereof, (w) pay a dividend or make a distribution on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 5), then, and in each such case, (A) the aggregate number of Warrant Shares for which this Warrant is exercisable (the "Warrant Share Number") immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the Warrantholder shall be entitled to receive upon exercise of this Warrant the number of shares of Common Stock or other securities of the Company that it would have owned or would have been entitled to receive upon or by reason of any of the events described above, had this Warrant been exercised immediately prior to the occurrence of such event and (B) the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter; provided, however, that the Exercise Price -------- ------- for each Warrant Share shall in no event be less than the par value of such Warrant Share. An adjustment made pursuant to this Section 5.1 shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

  • Combination & Split Up The Registrar shall register the split-up or combination of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall (x) cancel such ADRs and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination thereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case, to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

  • Change of Shift When an employee's regularly scheduled shift is changed to another shift in that day, he/she shall be given prior notice as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.