Spinoff Shares definition

Spinoff Shares means the shares of Common Stock issued to the Liberty Parties as a result of the Single-Tier Spinoff (as defined in the Spinco Agreement) of the Issuer, including such shares as may be transferred to a Holder which transfer is, at the time of such transfer, permitted by the Spinco Agreement.
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Examples of Spinoff Shares in a sentence

  • In the event of assignment of a relevant part of the assets of the Affected Share’s Issuer to an entity/entities resulting from the de-merger or spin-off (Spin-off Share/s) of the Affected Share’s Issuer without going into winding up or liquidation, the Relevant Price for this Basket component shall be determined by the sum of the relevant price of the Affected Share plus the result of the product of the Consideration Factor (as defined below) and the relevant price of the Spin-off Share/s.

  • Under no circumstances shall the Holder be entitled, upon any Notice of Conversion after the date of record for determining shareholders entitled to such distribution of Spinoff Shares, to receive any amount of such Spinoff Shares which would have been payable to the Holder had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

  • Following a Spin-off to which Separate Transactions Adjustments are applicable, this Master Confirmation shall apply in all respects (except as provided above) to both the Original Shares Transaction and the Spin-off Shares Transaction as if each were a separate Transaction under the Agreement.

  • Following a Spin-off to which Separate Transactions Adjustments are applicable, this Confirmation shall apply in all respects (except as provided above) to both the Original Shares Transaction and the Spin-off Shares Transaction as if each were a separate Transaction under the Agreement.

  • For purposes of clarity, Net Proceeds shall not include any proceeds received by the Holder upon the receipt of any shares of Common Stock of the Corporation issued upon exercise of warrants of the Corporation held by the Holder or any shares of Common Stock of the Corporation held or acquired by a Holder which are not Spinoff Shares.

  • The primary FM responsibilities of the PPMO will be coordinating and supervising project implementation, providing guidance to county/district PMOs, and finalizing and submitting financial reports to the Bank.

  • In the event of a De-merger or Spin off of the Affected Share’s Issuer that results (i) the Affected Share ceased to exist (ii) the incorporation of two or more Issuers of shares (Spin-off Shares), the Relevant Price for this Basket component shall be determined by the addition of the resulting product of the Consideration Factor (as defined below) and the relevant price of each Spin-off Share.

  • In the event this Agreement is terminated due to (i) the failure of Guardian to effect the spin-off contemplated by Section 4.2 prior to Closing (subject to the subsequent registration of the Spin-off Shares under the Securities Act) or (ii) deliver the lock up agreements pursuant to Section 5.5(c)(viii), then and in such event Guardian shall pay to RJL a termination fee equal to $25,000.

  • All corporate action necessary to issue and deliver to the RJL Shareholders the Exchange Shares (each as described in Sections 2.1 and 2.3) and to effect the spin-off of the Spin-off Shares to the spin-off trust as contemplated by Section 4.2 (subject to the subsequent registration of the spin-off under the Securities Act by Black Mountain Holdings) has been taken by Guardian.

  • The Spin-off Shares shall be transferred to a spin-off trust for the benefit of the pre-Exchange Guardian shareholders.

Related to Spinoff Shares

  • Newco Stock means the common stock, par value $.01 per share, of NEWCO.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Common Shares means the common shares in the capital of the Corporation;

  • A Ordinary Shares means the A ordinary shares of £0.01 each in the capital of the Company;

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Newco Shares means the common shares in the capital of Newco;

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

  • Company Units has the meaning set forth in the Recitals.

  • Parent Ordinary Shares means the ordinary shares, no par value per share, of Parent.

  • Series B Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Company.

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Company Shares means the common shares in the capital of the Company;

  • Common Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.