Spin-Off shall have the meaning specified in Section 14.04(c).
RemainCo shall have the meaning set forth in the Preamble.
SpinCo shall have the meaning set forth in the Preamble.
SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent 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, 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).
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.
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.
IAC means IAC/InterActiveCorp, a Delaware corporation.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
ITC (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants with all information needed to prepare their Proposals.
ITT has the meaning given to it in the recitals to this Framework Agreement;
CVC means Citicorp Venture Capital, Ltd., a New York corporation.
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 Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Spin-Off Date means the date on which the Spin-Off occurs.
Retained Employees has the meaning set forth in Section 6.1.1.
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.
Cooling Off Period means the duration of time counted from the date when the direct seller and the direct selling entity enter into an agreement and ending with the date on which the contract is to be performed and within which direct seller may repudiate the agreement without being subject to penalty for breach of contract.
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Separation Time means the close of business on the tenth Trading Day after the earlier of:
OPC has the meaning specified in the recital of parties to this Agreement.
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
Transferring Employee means an employee at the airport who timely transfers to the regional authority by the transfer date.
Company Stock Plans has the meaning set forth in Section 3.02(b).