SpinCo shall have the meaning set forth in the Preamble.
RemainCo shall have the meaning set forth in the Preamble.
SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.
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.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
SpinCo Employee means any individual who, as of the Effective Time, is employed by or will be employed by Spinco or any member of the Spinco Group, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short- or long-term disability leave, leave under the Family Medical Leave Act and other approved leave).
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
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.”
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Company RSU Award means any award of restricted stock units or performance stock units outstanding under the Company Stock Plans.
SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.
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:
Parent Plans has the meaning set forth in Section 6.4(c).
Company RSUs means any restricted stock units granted under any of the Company Equity Plans.
Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.
Welfare Plans shall have the meaning set forth in Section 3.2.4.
Company RSU means each award of restricted stock units of the Company outstanding under any Company Stock Plan or otherwise.
Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.
Distribution Time means the time at which the Distribution is effective on the Distribution Date.
Company Option Plans means the Company’s 1999 Stock Option Plan and 2000 Stock Plan, each as amended, or any other compensatory option plans or Contracts of the Company, including, without limitation, option plans or Contracts assumed by the Company pursuant to a merger or acquisition.
Separation Time means the close of business on the tenth Trading Day after the earlier of:
Equity Plans meanss the stock option and incentive plans adopted and maintained by the Company from time to time.
Company Stock Plans has the meaning set forth in Section 3.02(b).