Spinco Share definition
Examples of Spinco Share in a sentence
The total number of Purchaser Shares or Spinco Shares to be issued to any Former Securityholder shall, without additional compensation, be rounded down to the nearest whole Purchaser Share or Spinco Share, as applicable, in the event that a Former Securityholder is entitled to a fractional share.
Prior to the Harbor Contribution, Harbor shall use its reasonable best efforts to acquire, or cause the applicable member of the Harbor Group, as the case may be, to acquire, all of the outstanding Spinco Minority Interest Shares owned by the JV Minority Shareholders, in exchange for, in the sole discretion of Harbor, cash and/or shares of Spinco Common Stock (the number of such shares issued to the JV Minority Shareholders, the “JV Minority Spinco Share Number”).
No provision of this Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any Spinco Employee or AMC Employee or other Spinco Participant or AMC Participant under any Spinco Share Plan or AMC Share Plan or otherwise.
No provision of this Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any CVC Employee or Spinco Employee or other CVC Participant or Spinco Participant under any CVC Share Plan or Spinco Share Plan or otherwise.
As soon as practical after the Effective Time, the directors of Spinco, acting reasonably, will determine the fair market value of a Spinco Share as at the Effective Time, and thereafter the fair market value as so determined shall be used for the purpose of determining the stated capital of the outstanding Class A Shares as contemplated in Section 3(a)(iv)(E) above.
The number of Westgold Shares or Spinco Shares to be issued to Participating Former Karora Shareholders shall be rounded down to the nearest whole Westgold Share or Spinco Share, as applicable, in the event that a Participating Former Karora Shareholder is entitled to a fractional share representing less than a whole Westgold Share or Spinco Share, as applicable.
The NRG Shareholders will be entitled to receive one Spinco Share in exchange for every four NRG Shares held as at the Record Date, November 25, 2016.
No Participating Former Karora Shareholder shall be entitled to any compensation in respect of a fractional Westgold Share or Spinco Share.
Following the Effective Time, if the aggregate number of Spinco Shares to which an Target Shareholder or Target Optionholder would otherwise be entitled would include a fractional share, then the number of Spinco Shares that such Target Shareholder or Target Optionholder is entitled to receive shall be rounded down to the next whole number and no Target Shareholder or Target Optionholder will be entitled to any compensation in respect of such fractional Spinco Share.
Spinco acknowledges and agrees that it will grant the equivalent number of Spinco Share upon the due exercise of the Eligible Convertible Securities by the holders thereof, being the number of VEGN Shares issued multiplied by the Conversion Factor without any payment from such holder or from VEGN, and will otherwise undertake all such actions as are required by Spinco to ensure compliance by Plant&Co with the terms of the Eligible Convertible Securities.