Spun-Off Entity definition
Examples of Spun-Off Entity in a sentence
Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns; provided, that notwithstanding anything to the contrary in this Agreement, if upon completion of the Proposed Spin-Off, this Agreement is assigned to the Spun-Off Entity, then this Agreement shall no longer be binding upon or inure to the benefit of Parent.
In addition to any other rights available hereunder to the Holder, the Holder shall have the right, exercisable at any time prior to the Expiration Date, to convert all or a portion of the Warrant Shares into a common stock purchase warrant to purchase a pro-rata portion of the stock of a Spun-Off Entity at an exercise price equal to 85% of the price at which the stock of such Spun-Off Entity is first offered for sale to the public (the "Spun-Off Entity Warrant").
They include, but are not limited to: Stimulants, which speed up central nervous system activity, e.g., amphetamines, cocaine and similar drugs.
For purposes hereof, "Spun-Off Entity" shall mean any operating subsidiary of the Company which is spun-off by the Company prior to the Expiration Date.
For purposes of the foregoing representations and warranties made by the Company in this Section 3.12 only, any representations and warranties made with respect to any Spun-Off Entity shall be deemed to be made only to the extent that the Company or a Transferred Subsidiary would have any liability under applicable foreign laws for the Taxes of the Spun-Off Entity to which the representation or warranty applies.