SpinCo definition
Examples of SpinCo in a sentence
No holder of Star Copper Shares shall receive fractional securities of Star Copper or Spinco under the Plan of Arrangement and no cash will be paid in lieu thereof.
Notwithstanding any provision herein to the contrary, the Parties agree that the Plan of Arrangement will be carried out with the intention that all Spinco Shares issued on completion of the Plan of Arrangement to the Star Copper Shareholders in the United States will be issued by Spinco in reliance on the Section 3(a)(10) Exemption from the registration requirements of the U.S. Securities Act.
All New Star Copper Shares and Spinco Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares of Star Copper and Spinco, respectively, for all purposes.
Any fractions of Spinco Shares resulting from the Plan of Arrangement will be rounded down to the nearest whole number.
For the purposes of the Plan of Arrangement, fair market value of the New Star Copper Shares and the Spinco Shares shall be determined by the board of directors of Star Copper and Spinco, respectively, acting in good faith.