No Spinco Material Adverse Effect Clause Samples
The "No Spinco Material Adverse Effect" clause defines a condition in which the company being spun off (Spinco) must not have experienced any significant negative changes that would materially impact its business, assets, or financial condition. In practice, this clause is often used as a closing condition in transactions, requiring that no such adverse events have occurred between signing and closing. Its core function is to protect the parties—typically the buyer or parent company—by ensuring that the value and stability of Spinco remain intact throughout the transaction process, thereby allocating risk and providing a clear standard for evaluating significant negative developments.
No Spinco Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Spinco Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Spinco Material Adverse Effect.
No Spinco Material Adverse Effect. Since December 31, 2014, there has not occurred any Spinco Material Adverse Effect.
No Spinco Material Adverse Effect. There shall not have been any Effect that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a SpinCo Material Adverse Effect and BellRing shall have received a certificate signed on behalf of SpinCo by an authorized officer, dated as of the Closing Date, to such effect.