Common use of Spin-Off Distributions Clause in Contracts

Spin-Off Distributions. In the event that the Company makes any Spin-off Distribution, then effective as of the date of such Spin-off Distribution, without any action on the part of the Company, the Spin-off Company or the Investor, there shall be deemed to exist, in addition to this Agreement, between the Investor and the Spin-off Company a binding agreement (the "Spin-off Agreement") containing provisions substantially identical to Section 6 hereof, including the definitions of any capitalized terms used in such Sections but defined in other Sections of this Agreement; provided that, for purposes of the Spin-off Agreement (i) references to the Company shall mean the Spin-off Company; (ii) references to Voting Securities shall mean the Voting Securities of the Spin-off Company, (iii) references to "the date hereof" and "the date of this Agreement" shall mean the date of the Spin-off Distribution; and (iv) the Spin-off Agreement shall terminate on the date this Agreement would have terminated or does terminate pursuant to Section 10. Prior to any Spin-off Distribution, the Investor shall, and the Company shall cause the Spin-off Company to, enter into an agreement memorializing the Spin-off Agreement.