The Spin Clause Samples
The Spin clause defines the process or right for one party to present or interpret information in a particular way, often to influence perception or outcomes. In practice, this clause may allow a party to issue press releases, public statements, or other communications that frame events or agreements favorably, subject to certain limitations or approvals. Its core function is to manage public messaging and control reputational risk, ensuring that both parties understand how information about their relationship or transaction may be communicated externally.
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The Spin. Off Purchaser shall pay to the Executive, in cash, the amount of any long term incentive compensation under any long term incentive plan of the Company forfeited by the Executive due to the termination of his or her employment with the Company.
The Spin. (a) In the event that the Spin is consummated prior to the Closing Date and the Sellers or their Affiliates receive PCo Stock and/or VCo Stock as a distribution in respect of the Shares (any PCo Stock distributed in respect of the Shares, the “PCo Shares”, and any VCo Stock distributed in respect of the Shares, the “VCo Shares” and together with the PCo Shares, the “Spinoff Shares”), the Parties agree that, at the Closing, the Sellers shall sell and deliver to Buyer, and Buyer shall purchase and acquire from the Sellers, the Shares and the Spinoff Shares (as if such Spinoff Shares were “Shares”); provided that the Purchase Price shall still be calculated only on the basis of the number of shares of Common Stock being sold.
(b) In the event that the Closing occurs after the Spin, but prior to the record date for the Purging Dividend, the Parties shall allocate the Purchase Price among the Shares, the PCo Shares and the VCo Shares based on the final trading price of the Shares, the PCo Shares and the VCo Shares (multiplied in the case of the PCo Shares and the VCo Shares by the number of shares issued as a dividend in respect of one Share in the Spin) at the end of trading on the date of the consummation of the Spin. Such allocation shall not change the Purchase Price to be paid by Buyer under the Agreement, but would be used by the Parties to allocate the Purchase Price among the Shares, the PCo Shares and the VCo Shares.
(c) Buyer acknowledges and agrees that, if the Closing occurs after the consummation of the Spin, the PCo Shares may be held by one or more Affiliates of the Sellers (rather than the Sellers) (such holders of the PCo Shares, the “PCo Holders”). The Seller HoldCos shall cause each PCo Holder to execute a joinder to this Agreement immediately upon receipt of the PCo Shares in order to become a party to this Agreement as a “Seller” hereunder as of the date of such joinder. Such joinder shall be in a form that is reasonably acceptable to Buyer and shall provide that a PCo Holder shall be deemed to make each of the representations and warranties in Article III as if such PCo Holder were a Seller, provided, that (i) such representations and warranties would be made as of the date that such PCo Holders executes and delivers such joinder (and not as of the date of this Agreement) and (ii) to the extent that any representation or warranty in Article III is made with respect to the Shares, such representations and warranties shall be made with respe...
The Spin. Off. RAI currently intends to effect the Spin-Off prior to December 31, 2004. Atlas acknowledges that RAI, in its sole and absolute discretion, determine whether to proceed with all or part of the Spin-Off and all terms of the Spin-Off, including, without limitation, the form, structure and terms of any transaction(s) and/or offering(s) to effect the Spin-Off and the timing of and conditions to the consummation of the Spin-Off. Atlas shall cooperate with RAI in all commercially reasonable respects to accomplish the Spin-Off and shall, at RAI's direction, promptly take any and all actions necessary or desirable to effect the Spin-Off, including, without limitation, the registration under the Securities Act of Atlas Common Stock on an appropriate registration form or forms to be designated by RAI. RAI shall select and be responsible for the fees and expenses of any investment banker(s) and manager(s) in connection with the Spin-Off, as well as any other institutions providing services in connection with the Spin-Off.
The Spin. Off. Upon the terms and subject to the conditions of the Spin-Off Agreements, on the Closing Date but prior to the Closing and subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing; provided that such conditions are reasonably capable of being satisfied at the Closing), the Company shall cause to be effected the Spin-Off and the other transactions contemplated by the Spin-Off Agreements, in each case in accordance with the terms of the Spin-Off Agreements. Following the Closing, the Parent shall cause the Company to comply with all terms of the Spin-Off Agreements.