Spin out Sample Clauses
A Spin Out clause defines the terms and conditions under which a part of a business, project, or set of assets can be separated from the parent entity to form a new, independent company. This clause typically outlines the process for transferring assets, intellectual property, and personnel, as well as the allocation of liabilities and ongoing obligations between the original and new entities. Its core practical function is to provide a clear framework for restructuring or divesting parts of a business, thereby reducing uncertainty and potential disputes during the separation process.
POPULAR SAMPLE Copied 3 times
Spin out. (a) All Equity Participations (and cash in lieu thereof) issued to the Equityholders in connection with the Spin Out will be issued in accordance with all applicable Laws, including the registration requirements of the Securities Act of 1933, as amended, and applicable state securities Laws or pursuant to an exemption from such registration requirements. At the Closing, any registrations, qualifications, notifications, or other filings required to be made in connection with the Spin Out under the Securities Act of 1933, as amended, or any applicable state securities Laws shall have been made. The Spin Out, when completed pursuant to the terms of the Spin Out Agreement, will be completed in material compliance with all other applicable Laws.
(b) Following the completion of the Spin Out, none of the Company, the Surviving Corporation, Parent, or any of their Subsidiaries will hold any Equity Participations in Colorescience. To the Company’s Knowledge, the Valuation (as defined in the Spin Out Agreement) is true, correct, and accurate in all material respects. The documents, certificates, Contracts, information, and all other materials provided to the third party valuation advisor delivering the Valuation in connection with the performance of the Valuation were true and correct in all material respect and, to the Company’s Knowledge, the Company did not omit to state any material fact necessary in order to make the information contained therein not false or misleading.
(c) No material asset held by Colorescience as of the Effective Time was held by the Company or any of its Subsidiaries (other than Colorescience) as of January 5, 2012. Other than the Transition Services Agreement, there is no Contract between the Company and any of its Subsidiaries (other than Colorescience) and Colorescience providing for the provision of any service, the sale of any asset, or the assumption of any Liability by the Company or any of its Subsidiaries (other than Colorescience). As of the Effective Time, Colorescience will not hold any asset, whether tangible or intangible, that is necessary for the continuation of the business of the Company and its Subsidiaries (other than Colorescience), as conducted immediately prior to the Closing.
Spin out. (i) the Spin Out SPV Contribution Agreement shall be in full force and effect; (ii) the Contribution shall have been consummated; (iii) Purchaser shall have declared the Spin Out SPV Dividend; and (iv) following the consummation of the Spin Out, Purchaser shall not be liable for any obligations or Liabilities of Purchaser attributable to the Spin Out Subsidiaries.
Spin out. The Company shall use commercially reasonable efforts to license the rights created under the Sponsored Research in the Field to a to-be-formed subsidiary of the Parent (“Newco”) within [**] after the Effective Date and, in connection therewith, assign this Agreement to Newco (the “Intercompany Spin-Out”).
Spin out. At or prior to the Closing Date, the GMG intellectual properties, products, assets, the VGTel name, and business will be spun out from VGTel, Inc. to ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ in exchange of the following:
1. Cancelling 1,246,000 common shares of VGTel, Inc. owned by ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇. .
2. Transferring all accounts receivable and accounts payable to NYN International.
3. Forgiveness of Officer’s Loan to the Company amounting to $31,323 to the Company.
4. Forgiveness of $6,250 in accrued expenses owed to ▇▇▇▇ ▇▇▇▇▇▇ for development.
5. Forgiveness of $6,480 accrued expenses owed to NYN International, a company owned by ▇▇▇ ▇▇▇▇▇▇. .
Spin out. Within ninety (90) days of the Closing of the Share Exchange, ▇▇▇▇ shall enter into a certain purchase and sale agreement with ▇▇. ▇▇▇▇ to spin out the business and operations of Dalian Holding (the “Spin-Out”) including substantially all the assets and liabilities of Dalian Holding (the “Legacy Business”). Pursuant to such agreement, ▇▇. ▇▇▇▇ shall assume all the liabilities of Dalian Holding relating to the Legacy Business, and ▇▇▇▇ shall be released from any and all claims whatsoever with regard to such liabilities, whether such claim is known or unknown to Dalian Holding on the date hereof. If the Spin-Out is not closed within ninety (90) days of the Closing Date of the Share Exchange, HGS and the HGS Shareholder shall have the right to un-wind and cancel the Share Exchange Agreement, and the Exchange Shares shall be cancelled and the HGS Shares shall be returned to the HGS Shareholder.
Spin out. In the event that a LOT User or its Affiliate performs a Spin Out to an Entity (the “Spin Out Entity”), then (i) all Licenses under Patents that are Triggered Patents as of the effective date of such Spin Out and that cover Licensed Products and Services of the LOT User or its Affiliate (as the case may be) within the line of business that is spun out or that form part of the assets that are spun out (“Relevant Licenses”) shall continue (subject to the other provisions of this LOT Agreement) for the benefit of the Spin Out Entity for a period of six (6) months, and (ii) after the consummation of such Spin Out, the license and release granted in Section 1.1 above by such Affiliate, or LOT User, and its Affiliates (as the case may be) shall become effective: (1) immediately prior to the occurrence, of one or more Triggering Events pertaining to Subject Patents of such Affiliate, or LOT User, and its Affiliates (as the case may be) that will be Transferred in connection with the Spin Out, (2) for the benefit of each LOT User (and their respective Affiliates including their After-Acquired Affiliates, if any) that are Licensees for the applicable Triggering Event, and (3) with respect to Subject Patents that are Triggered Patents of the applicable Triggering Event. The license set forth in the preceding clause (ii) is intended to and shall run with such Subject Patents for the full duration of such Subject Patents. If the Spin Out Entity does not become a LOT User during such six (6) month period, then at the end of such period all Relevant Licenses shall terminate. If the Spin Out Entity elects to become a LOT User during such six (6) month period, then all Relevant Licenses shall continue (subject to the other provisions of this LOT Agreement) beyond such six (6) month period as if such Relevant Licenses had been the subject of a Triggering Event during the Spin Out Entity’s Participation Period, subject to the terms and conditions of this LOT Agreement, and the Spin Out Entity and its Affiliates shall be entitled to the additional licenses and releases granted hereunder commencing with the Announcement Date of the Spin Out Entity. For the avoidance of doubt, the Relevant Licenses shall in all cases apply only to the Licensed Products and Services that were spun out to the Spin Out Entity and shall not apply to any other products and services of the Spin Out Entity or any products or services of any Entity that may own or control such Spin Out Entity.
Spin out. At or prior to the Closing Date, the website of IVT Software, Inc. shall be spun out of the Company. .
Spin out. (a) Concurrently with the consummation of the Merger, as part of the consideration payable in respect of the Company Capital Stock, Company Options, and Warrants pursuant to Sections 2.04(c), 2.05(a) and 2.06, as applicable, and pursuant to the terms of the Spin Out Agreement, the Company shall distribute to the Equityholders, pro rata based on the number of Fully Diluted Shares held by each Equityholder, either (i) certain Equity Participations in Colorescience or (ii) cash equal to the fair market value of such Equity Participations, as more fully described in and pursuant to the terms of the Spin Out Agreement (the “Spin Out”).
(b) Prior to the Effective Time, the Company shall enter into all Contracts and make all preparations and arrangements required such that, at the Effective Time, the Spin Out shall be completed pursuant to the terms of the Spin Out Agreement without any further action on behalf of the Company, the Surviving Corporation, Parent, or any of their Affiliates (other than Colorescience), including using its reasonable best efforts to make the preparations and arrangements described in the proviso set forth in Section 1.4 of the Spin Out Agreement.
(c) Between the date hereof and the Effective Time and other than the Transition Services Agreement or as expressly contemplated by the Spin Out Agreement, neither the Company nor any of its Subsidiaries shall transfer, sell, license or otherwise convey any assets or rights to Colorescience or enter into any transaction or Contract with Colorescience.
Spin out. On or prior to December 31, 2024, the Borrower shall or shall have caused its Restricted Subsidiaries to, spin-out (through distribution, transfer or otherwise) from the group consisting of the Borrower and its Restricted Subsidiaries the following entities (or all of the assets of the following entities) (the “Spin Out”): (i) Talen Montana, LLC and (ii) the Borrower’s undivided interests in the Keystone and Conemaugh plants and associated membership interests in Keystone Fuels, LLC, Conemaugh Fuels, LLC and Keystone - Conemaugh Projects, LLC (the “Spin Out Entities”); provided that, if as of such date a Spin Out is pending, any regulatory or other third party approvals that are required to consummate such Spin Out have not been obtained, the deadline shall be automatically extended with respect to such Spin Out until such approvals have been obtained so long as the Borrower and its Restricted Subsidiaries use commercially reasonable efforts to obtain such required approvals as soon as practicable. For the avoidance of doubt, (x) after giving effect to the Spin Out, the Borrower and its Restricted Subsidiaries shall not, directly or indirectly, own any equity interests in any of the Spin Out Entities and (y) the Spin Out may be done in multiple “spin-out” transactions and may be done at separate intervals in compliance with the immediately preceding sentence.
Spin out. (i) The Assignment/Assumption Agreement shall be in full force and effect; (ii) the Contribution shall have been consummated; (iii) Parent shall have declared the Spin-Out Sub Dividend; and (iv) following the consummation of the Spin-Out, Parent shall not be liable for any obligations or Liabilities of Parent attributable to any period prior to the consummation of the Spin-Out.