Examples of SpinCo in a sentence
For greater certainty, to the extent that the exchange in subsection 2.2(b)(ii) hereof gives rise to a deemed dividend under the ITA, Origen shall be entitled to retain and sell that number of Spinco Shares as required to satisfy any withholding requirement under the ITA or any other applicable Laws.
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 Origen 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.
As soon as practicable following the Effective Date, Origen and Spinco will cause to be delivered to the Transfer Agent, to be delivered to Origen Shareholders as of the Effective Date in accordance with the terms hereof, share certificates representing the aggregate Spinco Shares to which such Origen Shareholders are entitled following the Arrangement.
The Arrangement shall become final and conclusively binding on the Origen Shareholders and the Spinco Shareholders and each of Origen and Spinco on the Effective Date.