Spinoff Event definition
Spinoff Event means that E-Z-EM's voting rights, ownership percentage in the voting stock of the Company and/or ownership of any other class of securities in the Company, as calculated under the applicable rules and regulations under the Code, would either (i) decrease below 80% on a Fully-Diluted Basis (other than Excluded Options), or (ii) be the primary cause of the Distribution by E-Z-EM's and any applicable E-Z-EM Entities failing to be a tax-free transaction under the Code.
Spinoff Event. Has the meaning set forth in the recitals hereto.
Examples of Spinoff Event in a sentence
If the Spinoff Event has not occurred as of the Closing Date, subject to the terms and conditions set forth herein, including, without limitation, ARTICLE VIII and SECTION 12.4 hereof, the payment of the Purchase Price by the Purchaser shall be guaranteed by SFX.
In making its determination under clause (ii) of the preceding sentence, the relevant Warrantholder may take into account its views as to whether it would be necessary or advisable in connection with any adjustment under clause (i) to register any short sales of Shares or any other securities to establish a new Hedge Position with respect to its Warrants as a consequence of such Spin-off Event.