Spinco Charter definition
Examples of Spinco Charter in a sentence
Generally, the Spinco Board has broad powers to conduct Spinco’s business and affairs, except for matters expressly reserved under the Spinco Bylaws, the Spinco Charter or the DGCL to the Spinco stockholders for decision.
The Spinco Charter will be amended prior to the Initial Spin to increase the number of authorized shares of Spinco common stock so that Spinco common stock then authorized is equal to the number of shares of Spinco common stock necessary to effect the Spinco Distribution.
Prior to the Merger Effective Date, Spinco shall adopt the Spinco Charter and the Spinco By-Laws and shall file the Spinco Charter with the Secretary of State of the State of Minnesota.
The presence of two-thirds of the entire Spinco Board constitutes a quorum at any meeting of the Spinco Board, and all actions of the Spinco Board require the vote of a majority of the directors present at the meeting, except as otherwise required by the Spinco Charter or the Spinco Bylaws.