Spinco Distribution definition

Spinco Distribution shall have the meaning ascribed to it in the Separation Agreement.

Spinco Distribution means the disposition by LMC of all of the outstanding equity of Spinco to LMC stockholders pursuant to the Spinco Separation Agreement.

Spinco Distribution means the distribution by DevCo of all of the SpinCo Common Stock, on a pro rata basis, to the DevCo Record Holders of DevCo Common Stock.

Examples of Spinco Distribution in a sentence

• After the Spinco Distribution, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of Remainco and Spinco.

• Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Spinco Distribution and remain in full force and effect in accordance with their applicable terms.

• This Agreement shall terminate immediately upon termination of the Merger Agreement, if the Merger Agreement is terminated in accordance with its terms prior to the Spinco Distribution.

• For the avoidance of doubt, no stockholder of Remainco, Spinco or RMT Partner shall be third-party beneficiaries for any purpose prior to the Spinco Distribution, and no stockholder (or Party on behalf of their respective stockholders) shall be entitled to bring any claim for damages prior to the Spinco Distribution based on a decrease in share value or lost premiums.

• Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party on and after the Spinco Distribution Date.

More Definitions of Spinco Distribution

Spinco Distribution has the meaning set forth in the Separation and Distribution Agreement.

Spinco Distribution has the meaning set forth in the recitals to this Agreement.

Spinco Distribution means the distribution (by dividend or otherwise) or other transfer of all of the outstanding shares of Spinco Common Stock to holders of Remainco Common Stock in accordance with Section 3.1 and Section 3.2.

Spinco Distribution means the distribution of all of the SpinCo Common Shares on a pro rata basis by Star to the stockholders of Star, on the terms and subject to the conditions set forth in the Separation and Distribution Agreement.

Spinco Distribution means the distribution, on a pro rata basis, of all the outstanding common shares of SpinCo owned by Rayonier to holders of common shares of Rayonier on the Record Date.

Spinco Distribution means the distribution of SpinCo Shares to shareholders of the Corporation as of the Effective Date;

Spinco Distribution has the meaning set forth in the Merger Agreement.