Spinco Share definition

Spinco Share shall have the meaning set forth in the recitals to this Agreement.
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Spinco Share or “Spinco Shares” has the meaning set forth in the recitals to this Agreement.
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Spinco Share means each Spinco Class A Common Share and Spinco Class B Common Share, on an individual basis.
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Examples of Spinco Share in a sentence

  • Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution one (1) SpinCo Share for every five (5) Parent Shares held by such Record Holder on the Record Date, rounded down to the nearest whole number.

  • The offer price for the SpinCo in the Global Offering will be HK$24.64 per SpinCo Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, FRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.005%).

  • SpinCo shall not have any issued and outstanding shares other than the Initial SpinCo Share, and SpinCo shall not have carried on any business prior to the Effective Date.

  • Subject to Section 3.3 , each Record Holder will be entitled to receive in the Distribution one (1) SpinCo Share for every KAR Share held by such Record Holder on the Record Date.

  • The procedures set forth in Section 3.4(c) with respect to fractional shares shall apply to the distribution of SpinCo Shares to Record Holders in Prohibited Jurisdictions, mutatis mutandis, with each reference to a “fractional share” in such sentences being deemed a reference to a SpinCo Share that, but for this Section 3.4(d) and for applicable Law, would have been distributed pursuant to the Distribution to a Record Holder in a Prohibited Jurisdiction.

  • Pursuant to the Arrangement, iAnthus acquired all of the issued and outstanding MPX Shares in exchange for consideration of 0.1673 of an iAnthus Share and 0.1 of a SpinCo Share , in exchange for each issued and outstanding MPX Share, resulting in an aggregate of 75,795,208 iAnthus Shares issued to former shareholders of MPX.

  • The procedures set forth in Section 3.4(c) with respect to fractional shares shall apply to the distribution of SpinCo Shares to Record Holders in Prohibited Jurisdictions, mutatis mutandis , with each reference to a “fractional share” in such sentences being deemed a reference to a SpinCo Share that, but for this Section 3.4(d) and for applicable Law, would have been distributed pursuant to the Distribution to a Record Holder in a Prohibited Jurisdiction.

  • Report for the cohort of all full-time, first-time bachelor’s (or equivalent) degree-seeking undergraduate students who entered in fall 2000 (or the preceding summer term).

  • Each outstanding stock option under the stock option plan of MPX was exchanged for a replacement option to purchase iAnthus Shares (adjusted to reflect the Exchange Ratio) and each outstanding warrant to purchase MPX Shares (each a “MPX Warrant”) remained outstanding and was deemed to be exercisable for 0.1673 of an iAnthus Share and 0.1 of a SpinCo Share for each MPX Share issuable under such MPX Warrants.

  • Subject to Sections 3.3 and 3.4(c), each Record Holder shall be entitled to receive in the Distribution one whole SpinCo Share for every [ ] Parent Shares held by such Record Holder on the Record Date, rounded down to the nearest whole number (the “Distribution Ratio”).


More Definitions of Spinco Share

Spinco Share means a common share in the capital of SpinCo;
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Spinco Share shall have the meaning set forth in the Recitals.
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Spinco Share means each fully paid ordinary share in SpinCo. Superior Proposal means a bona fide Competing Proposal which the Sirius Board, acting in good faith and after taking advice from Xxxxxx' financial and legal advisers, determines:
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Related to Spinco Share

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • RemainCo shall have the meaning set forth in the Preamble.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Fractional Share means a fractional share in the ICAV issued in accordance with Section 12.5.

  • sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

  • Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.

  • SpinCo shall have the meaning set forth in the Preamble.

  • car-share means the practice where a number of people share the use of one or more cars that are owned by a profit or non-profit car-sharing organization and where such organization may require that use of cars to be reserved in advance, charge fees based on time and/or kilometres driven, and set membership requirements of the car-sharing organization, including the payment of a membership fee that may or may not be refundable;

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Stock Value means an amount equal to (a) 25% multiplied by (b) (i) the Closing Purchase Price, minus (ii) the Financial Debt, minus (iii) the Transaction Expenses.

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

  • SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.

  • Distribution Time means the time at which the Distribution is effective on the Distribution Date.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Average Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock, as such price is reported on the NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as the parties shall agree in writing), for the 15 trading days ending on the third trading day immediately preceding the Effective Time.

  • Common Share means one share of the common stock of the Company.

  • Class B Share means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • Capital Share means a share of any class or series of stock of the General Partner now or hereafter authorized other than a REIT Share.

  • Proportional Share means the annual revenue of a health care institution received in the form of medical assistance reim- bursement or public employee insurance from the state, divided by the total annual revenue of the health care institution.

  • REIT Share means a share of common stock, par value $0.01 per share, of the General Partner.

  • Unit Share means a Common Share comprising part of each Unit;