Spin-Off Record Date definition
Examples of Spin-Off Record Date in a sentence
Holders of Company Stock Options shall be given the opportunity to exercise their Company Stock Options, effective immediately prior to the Spin-Off Record Date and conditioned upon the occurrence of the Spin-Off, and thereby to become stockholders of the Company, entitled to receive the Merger Consideration for each share of Company Common Stock as provided pursuant to Section 2.1(c) and the distribution of Newco shares in connection with the Spin-Off.
In this case, the Seller must send written notification in advance for one hundred and twenty (120) days to the Buyer, the General Directorate of Energy, and to the Department of Electricity Regulation and has the right to unilaterally terminate the Agreement after sending the notification as prescribed.
If the Form 10 is then effective under the Exchange Act, immediately prior to the expiration of the Offer period on the Target Spin-Off Date, the Company shall, in accordance with the terms and conditions of the Spin-Off Agreements, effect a distribution of 100% of Newco’s equity interests to the holders of shares of Company Common Stock as of the Spin-Off Record Date (the “Spin-Off”).
Such dividend shall be of all of the issued and outstanding Spin-Off Sub Common Shares and shall be distributed to the holders of record, as of the Spin-Off Record Date, of GCC Common Shares in the ratio equal to the Exchange Ratio.
Pinnacle shall distribute as promptly as practicable following the Spin-Off Distribution Date to holders of record of Pinnacle Common Stock on the Spin-Off Record Date one (1) share of ▇▇▇▇▇▇ Common Stock for each share of Pinnacle Common Stock and cash in lieu of fractional shares, if any, in the manner provided in Section 1.5 hereof.
Employment with London Taiwan NewCo Sub of Transferred Taiwan Employees shall be effective as of the Taiwan Spin-Off Record Date or, in the case of a Transferred Taiwan Employee who is a Taiwan LOA Employee, as of the Taiwan LOA Employee’s return to active employment within one hundred and eighty (180) calendar days following the Taiwan Spin-Off Record Date or such longer period as may be required by applicable Law (the effective time of employment, the “Taiwan Employee Transfer Time”).
GCC shall instruct the Agent to distribute such Spin-Off Common Shares to the holders of record of GCC Common Shares at the close of business on the Spin-Off Record Date.
Consummation of the tender offer is subject to, among other things, at least two-thirds of the shares of Loral common stock, determined on a fully-diluted basis, being validly tendered and not withdrawn prior to the expiration of the tender offer, applicable regulatory approvals and the occurrence of the Spin-Off Record Date.
For the avoidance of doubt, a Transferred Taiwan Employee who is a Taiwan LOA Employee shall be treated as an employee of London or its Affiliates other than London Taiwan NewCo Sub unless and until the Taiwan LOA Employee returns to active employment within one hundred and eighty (180) calendar days following the Taiwan Spin-Off Record Date (or such later date as may be required by applicable Law).
At least seven (7) calendar days prior to the Taiwan Spin-Off Record Date, London shall notify New York in writing of the London Taiwan Employees who have accepted or are deemed to have accepted offers of employment with London Taiwan NewCo Sub (each a “Transferred Taiwan Employee”).