SpinCo Consideration definition

SpinCo Consideration means either (a) all of the issued and outstanding shares of SpinCo Common Stock prior to the Effective Time or (b) if the Company so elects in its sole discretion at any time prior to the Effective Time, all of the beneficiary interests (or similar interests) in the trust created under the Trust Agreement.
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SpinCo Consideration means, for each Share, one quarter (0.25) of a share of Spinco Common Stock.
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SpinCo Consideration has the meaning set forth in the Separation Agreement.
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Examples of SpinCo Consideration in a sentence

  • The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration (other than the SpinCo Consideration) contemplated to be issued in exchange for shares of Company Common Stock and Company Preferred Stock pursuant to this Agreement out of the Exchange Fund.

  • The SpinCo Consideration shall be delivered to the holders of Company Common Stock and Company Preferred Stock in accordance with the Distribution Transaction Agreements.

  • Prior to the Effective Time, Parent shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and the holders of Company Preferred Stock in connection with the Merger (the “Paying Agent”) and to receive the Merger Consideration (other than the SpinCo Consideration).

  • This makes it one of the most important RFMOs for albatross distribution (Small 2005).

  • Hence such evidence is transferable to any VEC throughout the country.

  • In the answer to this question, please reiterate that the Merger Consideration to be received by stockholders who are holders of record subsequent to October 24, 2022 will be adjusted for the Pre-Closing Dividend and the SpinCo Consideration Amount.

  • Elaborate upon the answer to this question by providing an example of how the SpinCo Consideration Amount might reasonably be determined, along with indications of how the amounts could change depending upon how the facts could change.

  • Except for the issuance of SpinCo Consideration Shares to Premier pursuant to the Premier Contribution Agreement, and subject to Section 5.6, there are no contracts, commitments, agreements, understandings, arrangements or restrictions which require any subsidiaries of Premier to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests.

  • Sulliden’s outstanding deferred share units that have not vested prior to the completion of the Transaction shall be deemed to have vested and the holders deferred share units shall receive common shares of Rio Alto on the basis of 0.525 of a common share of Rio Alto and the SpinCo Consideration for each one deferred share unit.


More Definitions of SpinCo Consideration

SpinCo Consideration means either (a) all of the issued and outstanding shares of SpinCo Common Stock prior to the Effective Time or(b) if the Company so elects in its sole discretion at any time prior to the Effective Time, all of the beneficiary interests (or similar interests) in the trust created under the Trust Agreement.
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Related to SpinCo Consideration

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Share Consideration has the meaning given to it in Section 2.2;

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Non-Cash Consideration means consideration in a form other than cash.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Scheme Consideration means, in respect of:

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Contingent Consideration has the meaning set forth in Section 1.6.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).