Cash of the SpinCo Group means the amount of Cash in accounts held by or in the name of a member of the SpinCo 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.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
SpinCo shall have the meaning set forth in the Preamble.
Parent Group has the meaning set forth in Section 8.03(c).
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.
Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.
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.”
Debt Fund Affiliate means any Affiliate of the Sponsor (other than Holdings or any of its Subsidiaries) that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in, acquiring or trading commercial loans, bonds or similar extensions of credit in the ordinary course and whose managers have fiduciary duties to the investors in such fund independent of, or in addition to, their duties to the Sponsor.
Related Group For Loan Group 1, Group 1 and for Loan Group 2, Group 2.
RemainCo shall have the meaning set forth in the Preamble.
Contributing Employer means any employer other than a reimbursing employer or rated governmental employer.
Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
SAP Group means SAP Parent and any of its Associated Companies.
Minority Group means any of the following racial or ethnic groups:
Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:
Founding Companies has the meaning set forth in the third recital of this Agreement.
Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);
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).
Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.
Welfare Plans shall have the meaning set forth in Section 3.2.4.
Group the Company and its subsidiaries
Transferred Entities means the entities set forth on Schedule 1.5.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).