RPI Spin Off means the distribution by General Growth Properties, Inc. to its stockholders of substantially all of the common stock of RPI pursuant to that certain information statement dated as of December 20, 2011.
Spin-Off shall have the meaning specified in Section 14.04(c).
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.
Spin-Off Date means the date on which the Spin-Off occurs.
RemainCo shall have the meaning set forth in the Preamble.
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.
Run-off means any rainwater, leachate, or other liquid that drains over land from any part of a facility.
Separation Time means the close of business on the tenth Trading Day after the earlier of:
Shareholder-Employee means a Participant who owns more than five percent (5%) of the Employer's outstanding capital stock during any year in which the Employer elected to be taxed as a Small Business Corporation under the applicable Code Section.
Employee Share Scheme means a scheme established by a company, whether by means of a trust or otherwise, for the purpose of offering 10 participation therein solely to employees and officers of the company or a subsidiary of the company, either—
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.
Covered Transaction means a transaction that uses any funds under this award and that is a contract, memorandum of understanding, cooperative agreement, grant, loan, or loan guarantee.
Transferred Employee has the meaning set forth in Section 6.01(a).
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 Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Spin-Off Documents means the Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by any of the foregoing.
Effective Time has the meaning set forth in Section 2.2.
Company Transaction means the consummation of
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Parent Stock Plan has the meaning set forth in Section 6.2(a).
Common Share Reorganization has the meaning set forth in Section 4.1;
Retained Employee does not include any individual who has a direct or an indirect ownership interest of at least five percent (5%) in the profits, equity, capital, or value of the Taxpayer, or a child, grandchild, parent, or spouse, other than a spouse who is legally separated from the individual, of any individual who has direct or indirect ownership interest of at least five percent (5%) of the profits, equity, capital or value of the Company.
Transferring Employee means an employee at the airport who timely transfers to the regional authority by the transfer date.
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).
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.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.