IAC means IAC/InterActiveCorp, a Delaware corporation.
SpinCo shall have the meaning set forth in the Preamble.
RemainCo shall have the meaning set forth in the Preamble.
Motorola means Motorola, Inc., a Delaware 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.”
Newco has the meaning set forth in the first paragraph of this Agreement.
Company RSU Award means an award of restricted stock units relating to shares of Company Common Stock granted under a Company Equity Incentive Plan (including any dividend equivalent units credited thereon).
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.
DPS means the Department of Public Safety of the State of Texas, a state agency in the executive branch created under Tex. Gov’t Code Ch. 411.
Broadridge means Broadridge Financial Solutions, Inc.
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).
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
Company PSU means any outstanding performance stock unit granted under the Stock Plans, which vests in whole or in part based on the achievement of one or more performance metrics.
Parent Plan means any plan, policy, program, payroll practice, on-going arrangement, contract, trust, insurance policy or other agreement or funding vehicle, whether written or unwritten, maintained or sponsored by Parent or any of its Subsidiaries or Affiliates (or any of their respective predecessors) at any time on or prior to the Effective Time for the purpose of providing compensation or benefits to any current or former employee of any such person.
Company Stock Plans has the meaning set forth in Section 3.02(b).
OPC has the meaning specified in the recital of parties to this Agreement.
ITT means the Purchaser’s invitation to tender dated (date ITT issued).
Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.
Service Group means any one or more (as the context may require) of the service groups described in this Schedule;
Parent Stock Plan has the meaning set forth in Section 6.2(a).
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Company Equity Plan means, collectively, (a) the Amended and Restated Cerevel Therapeutics, Inc. 2018 Equity Incentive Plan, (b) the Cerevel Therapeutics, Inc. 2020 Equity Incentive Plan and (c) each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company.
FAC means the Florida Administrative Code.
Equity Plan means any stock or equity purchase plan, restricted stock or equity plan or other similar equity compensation plan now or hereafter adopted by the Company or the Corporation.
COP means the conference of the parties to the Convention;
Company PSUs means any performance-based restricted stock units of the Company, whether granted pursuant to any of the Company Stock Plans or otherwise.