Pre-Closing Plan Termination Actions means all actions described in Section 5.11(b) taken by the Company prior to the Closing.
Pre-Closing Periods means any taxable period ending on or before the Closing Date.
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Buyer Benefit Plans has the meaning set forth in Section 6.10(f).
Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.
Pre-Closing Restructuring has the meaning specified in Section 6.14(a).
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Closing Period means the period between the close of business on the date of this Agreement and the Closing.
Parent Benefit Plans has the meaning set forth in Section 5.07(b).
Seller Benefit Plans has the meaning set forth in Section 4.8(a).
Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).
Closing Press Release has the meaning set forth in Section 5.4(b).
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.
Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.
Purchase and Sale Termination Date has the meaning set forth in Section 1.4 of the Sale Agreement.
Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).
Seller Benefit Plan means each Benefit Plan sponsored, maintained or contributed to by Seller or any of its Subsidiaries or with respect to which Seller or any of its Subsidiaries is a party and in which any Employee is or becomes eligible to participate or derive a benefit.
409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
Assumed Final Distribution Date The Distribution Date in July 2036.
Offer Closing Date has the meaning set forth in Section 1.01(f).