Spin-Off shall have the meaning specified in Section 14.04(c).
Run-off means any rainwater, leachate, or other liquid that drains over land from any part of a facility.
Company PSUs means any performance-based restricted stock units of the Company, whether granted pursuant to any of the Company Stock Plans or otherwise.
Spin-Off Transaction means a distribution by the Company to its shareholders of all or any portion of the securities of any Subsidiary of the Company.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Spin-Off Date means the date on which the Spin-Off occurs.
Company PSU means a restricted stock unit issued by the Company pursuant to a Company Equity Plan that vests in whole or in part upon the achievement of one or more performance goals (notwithstanding that the vesting of such restricted stock unit may also be conditioned upon the continued services of the holder thereof), pursuant to which the holder has a right to receive Shares after the vesting or lapse of restrictions applicable to such unit. “Company PSU” shall not include Company RSUs.
Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;
Company Stock Plans has the meaning set forth in Section 3.02(b).
RemainCo shall have the meaning set forth in the Preamble.
Company Equity Plans means the Company’s 1994 Stock Option Plan, 1998 Stock Option Plan, 2000 Stock Option Plan, 2003 Equity Incentive Plan and 2005 Equity Incentive Plan, each as may be amended from time to time, and any stock option agreements, award notices, stock purchase agreements or other agreements or instruments executed and delivered pursuant thereto.
Spin-Off Documents means the Separation and Distribution Agreement, the Indemnity Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Agreement and the Trademark License Agreement and the documents evidencing Indebtedness in respect of the Distribution Date Payment and the Post-Distribution Debt Payment, together with any other agreements, instruments or other documents entered into in connection with any of the foregoing, each as amended from time to time.
SpinCo shall have the meaning set forth in the Preamble.
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Company Equity Awards means the Company Options and the Company RSUs.
Company RSUs means any restricted stock units granted under any of the Company Equity Plans.
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.
Newco Stock means the common stock, par value $.01 per share, of NEWCO.
Company Preferred Stock means the preferred stock, par value $0.001 per share, of the Company.
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Company Equity Plan means any management equity or stock option or ownership plan or any other management or employee benefit plan of the Company or any Subsidiary of the Company.
Effective Time has the meaning set forth in Section 2.2.
Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.
Topco has the meaning set out in the Preamble;
Company Preferred Shares means, collectively, the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series B Preferred Shares, and the Company Undesignated Preferred Shares.