Allegion Spinoff means the spinoff of Ingersoll-Rand plc’s commercial and residential security business to the Company.
Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.
Separation Time means the close of business on the tenth Trading Day after the earlier of:
SpinCo shall have the meaning set forth in the Preamble.
SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”
RemainCo shall have the meaning set forth in the Preamble.
SpinCo Employee means any individual who, immediately following the Distribution Date, will be employed by Spinco or any member of the Spinco Group in a capacity considered by Spinco to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).
SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent Group.
SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.
Effective Time has the meaning set forth in Section 2.2.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Welfare Plans shall have the meaning set forth in Section 3.2.4.
Newco has the meaning set forth in the first paragraph of this Agreement.
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.
Separation Plan means the Company’s Separation Plan Amended and Restated Effective August 13, 2006, as may be amended from time to time or any successor plan, program, arrangement or agreement thereto.
Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.
Transfer Time has the meaning set forth in Section 4.3(a).
Reorganized Company means the Company, as reorganized as of the Effective Date in accordance with the Reorganization Plan.
Internal Reorganization has the meaning set forth in the Separation Agreement.
Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.
Business Transaction means any merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination involving the Company.
ITT means the Purchaser’s invitation to tender dated (date ITT issued).
Internal Distribution has the meaning set forth in the recitals.