Spin-Off definition
Examples of Spin-Off in a sentence
For the avoidance of doubt, holders of Series A Preferred Stock will not be entitled to receive Spin-Off Transaction Shares in the Specified Spin-Off Transaction.
Until the later of (i) the consummation of the Specified Spin-Off Transaction and (ii) the consummation of the Merger, the IPO Entity shall not take any action that would not be permitted under this Agreement or the Certificate of Designations if it were the “Company” or “Corporation” hereunder or thereunder.
If the distribution constituting the Spin-Off is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared.
The adjustment to the Conversion Price pursuant to this Section 11(f)(i)(4)(B) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Close of Business on the Record Date for the Spin-Off, with retroactive effect.
The Company shall use the net proceeds of the Beverage Co. IPO to repay or refinance any Indebtedness of Beverage Co. or any Subsidiary of Beverage Co., or any Indebtedness that, upon consummation of the Specified Spin-Off Transaction, would have otherwise become Indebtedness of Beverage Co. or any Subsidiary of Beverage Co. as presented to the KKR Investor and the Apollo Investor on or prior to the Signing Date, in each case other than Indebtedness owed to Beverage Co. or any Subsidiary of Beverage Co.