SpinCo definition
Examples of SpinCo in a sentence
This Agreement may be terminated, modified or amended at any time prior to the Distribution Date by and in the sole discretion of Parent without the approval of Spinco or the stockholders of Parent.
The allocation of Assets and Liabilities herein is solely for the purpose of allocating such Assets and Liabilities between Parent and Spinco and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned Subsidiary of Parent or Spinco.
Subject to the requirements of applicable Law, through and until immediately before the Distribution Time, Parent shall use its reasonable best efforts to (i) cause the contract of services of any Spinco Independent Contractor to be transferred to (or retained by, as applicable) a member of the Spinco Group and (ii) cause the contract of services between any Parent Independent Contractor to be transferred to (or retained by, as applicable) a member of the Parent Group.
Parent shall retain responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to participating Spinco Group Employees who, as of the day prior to the Distribution Date, were covered under a Parent Welfare Plan pursuant to COBRA or who had incurred a COBRA “qualifying event” and were eligible to elect COBRA under a Parent Welfare Plan.
The Parties hereto agree that neither the Distribution nor any transfers of employment directly from the Spinco Group to the Parent Group or directly from the Parent Group to the Spinco Group that occur before the Distribution Date shall constitute a COBRA “qualifying event” for purposes of COBRA.