Common use of Spinco Share Issuance Clause in Contracts

Spinco Share Issuance. Spinco shall take all actions necessary so that (a) the total number of shares of Spinco Common Stock outstanding immediately prior to the Distribution Time, all of which will be held by Pluto, will be equal to the Spinco Pre-Combination Outstanding Shares, and (b) Spinco shall be authorized to issue all of the shares of Spinco Common Stock contemplated to be issued pursuant to the Combination. Spinco shall effect such amendments, filings or other actions with respect to its respective Organizational Documents as are necessary to effect the Distribution and the Combination in accordance with the terms of this Agreement and the Separation and Distribution Agreement.

Spinco Share Issuance. Spinco shall Prior to the Effective Time, SpinCo will take all actions necessary so to authorize the issuance of a number of, or stock split of, shares of SpinCo Common Stock such that (a) the total number of shares of Spinco SpinCo Common Stock outstanding immediately prior to the Effective Time will equal the number of shares of Company Common Stock entitled to receive the Distribution Time, all of which will be held by Pluto, will be equal outstanding immediately prior to the Spinco Pre-Combination Outstanding Shares, and (b) Spinco shall be authorized to issue all Effective Time in accordance with the terms of the shares Separation and Distribution Agreement. Each of Spinco Common Stock contemplated to be issued pursuant to the Combination. Spinco Company and SpinCo shall effect such amendments, filings or other actions with respect to its respective Organizational Governing Documents as are necessary to effect the Distribution and the Combination in accordance with the terms of this Agreement and the Separation and Distribution Agreement.