WABCO Spin Off means the distribution by the Company of WABCO Holding, Inc. to the Company’s shareholders.
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.
RemainCo shall have the meaning set forth in the Preamble.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Effective Time has the meaning set forth in Section 2.2.
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.
SpinCo shall have the meaning set forth in the Preamble.
Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Spin-Off Date means the date on which the Spin-Off occurs.
Newco has the meaning set forth in the first paragraph of this Agreement.
Separation Time means the close of business on the tenth Trading Day after the earlier of:
Newco Stock means the common stock, par value $.01 per share, of NEWCO.
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—
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Parent Stock Plan has the meaning set forth in Section 6.2(a).
Car sharing termination time means the earliest of the following events:
Company Stock Plans has the meaning set forth in Section 3.02(b).
CVC means Citicorp Venture Capital, Ltd., a New York corporation.
Common Share Reorganization has the meaning set forth in Section 4.1;
Newco Scheme means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of a limited liability company (“Newco”) between the Shareholders of the Issuer immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Issuer; provided that (i) only ordinary shares or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of the Scheme of Arrangement; (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of the Issuer; (iv) all Subsidiaries of the Issuer immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer) are Subsidiaries of the Issuer (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Issuer (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and equity share capital of those Subsidiaries as was held by the Issuer immediately prior to the Scheme of Arrangement;
Exempt Newco Scheme means a Newco Scheme where, immediately after completion of the relevant Scheme of Arrangement, the ordinary shares or units or equivalent of Newco (or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco) are (i) admitted to trading on the Relevant Stock Exchange or (ii) admitted to listing on such other Regulated Market as the Issuer or Newco may determine;
Surviving Corporation has the meaning set forth in Section 2.1.
Topco has the meaning set out in the Preamble;
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).