Constellation has the meaning assigned to that term in the Recitals.
In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:
MNE Group means any Group that (i) includes two or more enterprises the tax residences of which are in different jurisdictions, or includes an enterprise that is resident for tax purposes in one jurisdiction and is subject to tax with respect to the business carried out through a permanent establishment in another jurisdiction, and (ii) is not an Excluded MNE Group;
Holdco has the meaning set forth in the Preamble.
Topco has the meaning set out in the Preamble;
SpinCo shall have the meaning set forth in the Preamble.
CBOT means The Chicago Board of Trade, together with its successors and assigns.
Corporate Group means the Corporation and its Subsidiaries treated as a single consolidated entity.
Newco has the meaning set forth in the first paragraph of this Agreement.
SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.
Apollo Group means: (i) Apollo; (ii) the Apollo Holders; and (iii) any Affiliate of Apollo (including the Apollo Holders).
MLP has the meaning given such term in the introduction to this Agreement.
Peer Companies means the following companies which remain publicly traded throughout the entire TSR Measurement Period: AbbVie GlaxoSmithKline Amgen Johnson & Xxxxxxx AstraZeneca Merck Biogen Novartis Celgene Pfizer Xxx Xxxxx Xxxxx Gilead Sciences Sanofi Companies that were publicly traded as of the Award Date but are no longer publicly traded as of the end of the TSR Measurement Period shall be excluded, except that companies that are no longer publicly traded as of the end of the TSR Measurement Period due to filing for bankruptcy prior to the end of the TSR Measurement Period shall be assigned a Total Shareholder Return of -100% for the TSR Measurement Period. In the case of a merger or acquisition involving two Peer Companies during the TSR Measurement Period, the acquiree or merged company, as the case may be, shall be removed from the list of Peer Companies, and the acquirer or successor company, as the case may be, shall remain on the list of Peer Companies. In the case of a spinoff involving a Peer Company during the TSR Measurement Period, such company shall remain on the list of Peer Companies, provided that it remains an appropriate peer. Any new company formed as a result of the spinoff shall not be added to the list of Peer Companies for the current TSR Measurement Period (however, such company may be added to the list of Peer Companies for subsequent awards, if the Committee deems such inclusion appropriate). For the avoidance of doubt, following the closing of the Company’s acquisition of Celgene Corporation (“Celgene”), Celgene shall be has been removed from the list of Peer Companies.
Cendant means Cendant Corporation, a Delaware corporation.
DBS Group means any of DBS’s subsidiaries, DBS’s holding company and any subsidiaries of DBS’s holding company;
Management Group means at any time, the Chairman of the board of directors, the Chief Executive Officer, the President, any Managing Director, Executive Vice President, Senior Vice President or Vice President, any Treasurer and any Secretary of Holdings or other executive officer of Holdings or any Subsidiary of Holdings at such time.
Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
Comcast means Comcast Corporation, a Pennsylvania corporation.
Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.
BTCo means Bankers Trust Company, in its individual capacity, and any successor corporation thereto by merger, consolidation or otherwise.
Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;
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.”
OpCo has the meaning set forth in the Preamble.
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.
Atlas means Automated Transportation Logistics Activity System. ATLAS is a computerized information system to which all Shippers have access upon request. ATLAS enables Shippers to nominate and release product and to monitor and coordinate the movement of Petroleum Products while on Carrier's system.
Lazard means Lazard & Co., Limited;