Spin-Co definition
Examples of Spin-Co in a sentence
Record Holders holding a number of shares of Parent Stock on the Record Date that would entitle such holders to receive less than one whole share of SpinCo Stock in the Distribution will receive cash in lieu of such fractional share.
Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.
Fractional shares of SpinCo Stock will not be distributed in the Distribution nor credited to book-entry accounts.
The Agent, in its sole discretion, will determine the timing and method of selling such fractional shares, the selling price of such fractional shares and the broker-dealer through which such fractional shares will be sold; provided, however, that the designated broker-dealer shall not be an Affiliate of Parent or SpinCo. Neither Parent nor SpinCo will pay any interest on the proceeds from the sale of fractional shares.
SpinCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group.
Parent shall not make, and shall cause each other member of the Parent Group not to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against SpinCo or any other member of the SpinCo Group, or any other Person released pursuant to Section 6.01(b), with respect to any Liabilities released pursuant to Section 6.01(b).
Parent shall cause the Agent to, as soon as practicable after the Distribution Date, distribute to each such holder, or for the benefit of each beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of SpinCo Stock after making appropriate deductions for any amount required to be withheld under applicable Tax Law and less any brokers’ charges, commissions or transfer Taxes.
Parent shall cause the Agent to, as soon as practicable after the date on which “when-issued” trading of the SpinCo Stock begins on the Exchange, (a) determine the number of whole shares and fractional shares of SpinCo Stock allocable to each Record Holder and (b) aggregate all fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests.
For the avoidance of doubt, ▇▇▇▇▇▇’s indemnification obligations with respect to Liabilities arising on or before the Distribution Date under Article 38 of its Articles, to the extent relating to the SpinCo Business, shall not be limited by this Section 6.01(a), but shall constitute SpinCo Liabilities.
Each of Parent and SpinCo shall use their reasonable best efforts to maintain and continue their respective Group’s compliance with all “litigation holds” listed on Section 7.04(b) of the Disclosure Letter in accordance with the provisions set forth on Section 7.04(b) of the Disclosure Letter with respect to such listed litigation hold.