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.”
Newco has the meaning set forth in the first paragraph of this Agreement.
RemainCo shall have the meaning set forth in the Preamble.
Company Released Parties means the Company and any of its past or present employees, agents, insurers, attorneys, administrators, officials, directors, shareholders, divisions, parents, members, subsidiaries, affiliates, predecessors, successors, employee benefit plans, and the sponsors, fiduciaries, or administrators of the Company’s employee benefit plans.
Released Plaintiff Parties means each and every Settlement Class Member, Lead Plaintiff, Plaintiff’s Counsel, and each of their respective past or present trustees, officers, directors, partners, employees, affiliates, contractors, auditors, principals, agents, attorneys, predecessors, successors, assigns, insurers, parents, subsidiaries, general or limited partners or partnerships, and limited liability companies; and the spouses, members of the immediate families, representatives, and heirs of any Released Plaintiff Party who is an individual, as well as any trust of which any Released Plaintiff Party is the settlor or which is for the benefit of any of their immediate family members. Released Plaintiff Parties does not include any Person who timely and validly seeks exclusion from the Settlement Class.
ITT has the meaning given to it in the recitals to this Framework Agreement;
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.
Plaintiffs’ Releasees means Lead Plaintiffs, all other plaintiffs in the Action, their respective attorneys, and all other Settlement Class Members, and their respective current and former officers, directors, agents, parents, affiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, and attorneys, in their capacities as such.
Dte. GHS means Directorate General and Health Services, MOH&FW.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
Retained Causes of Action means those Causes of Action that shall vest in the Reorganized Debtors on the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action that are settled, released or exculpated under the Plan.
British Council Entities means the subsidiary companies and other organisations Controlled by the British Council from time to time, and any organisation which Controls the British Council (the “Controlling Entity”) as well as any other organisations Controlled by the Controlling Entity from time to time;
Sponsor Entities means (i) CSL Capital Management, LLC, Ranger Energy Holdings, LLC and Torrent Energy Holdings, LLC and (ii) any of their respective Affiliates and any investment fund or other Person advised or managed by any Sponsor Entity; provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
Merger Closing shall have the meaning set forth in Section 2.2.
Settling Defendants means Johnson & Johnson, AmerisourceBergen, Cardinal Health, and McKesson, as well as their subsidiaries, affiliates, officers, and directors named in a National Settlement Agreement.
Reorganized Company means the Company, as reorganized pursuant to and under the Plan, on and after the Effective Date, or any successor or assign thereof.
SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that SpinCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute SpinCo Software or SpinCo Technology:
Effective Time has the meaning set forth in Section 2.2.
Released Parties means Defendant and its present and former subsidiaries, parents, affiliates, divisions, officers, directors, members, managers, shareholders, insurers, suppliers, manufacturers, re-sellers, distributors, brokers, service providers, employees, agents, legal representatives, heirs, predecessors, successors, or assigns.
Former Employees means Former Parent Group Employees and Former SpinCo Group Employees.
KCC means the Kansas Corporation Commission.
Plan of Merger has the meaning set forth in Section 2.2.
Plaintiffs means the Class Representatives and the Class Members.
Urban transit hub means an urban transit hub, as defined in