Parent Board Uses in Definitions Clause

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Additional Services shall have the meaning set forth in Section 2.01(b). Affiliate has the meaning set forth in the Separation and Distribution Agreement. Agreement has the meaning set forth in the Preamble. Ancillary Agreements has the meaning set forth in the Separation and Distribution Agreement. Charge and Charges have the meaning set forth in Section 2.03. Confidential Information means all Information that is either confidential or proprietary. Dispute has the meaning set forth in Section 8.16(a). Distribution has the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Effective Time shall mean 11:59 p.m., New York City time, on the Distribution Date. e-mail shall have the meaning set forth in Section 8.10. Force Majeure shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Partys response thereto, shall not be deemed an event of Force Majeure. Governmental Authority shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof. Information shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. Interest Payment has the meaning set forth in Section 4.02. Law shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority. Level of Service has the meaning set forth in Section 2.02(c). Liabilities shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arran

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Adjusted SpinCo Stock Value shall mean the product obtained by multiplying (a) the SpinCo Stock Value by (b) the Distribution Ratio. Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all amendments, modifications, and changes hereto entered into pursuant to Section 8.17. Ancillary Agreements shall mean all agreements (other than the Separation and Distribution Agreement) entered into by the Parties or the members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by the Separation and Distribution Agreement, including the Transition Services Agreement, the Tax Matters Agreement, this Agreement and the Transfer Documents. Applicable Exchange shall mean the securities exchange as may at the applicable time be the principal market for Parent Shares or SpinCo Shares, as applicable. Assets shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs, policies or agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code shall mean the Internal Revenue Code of 1986, as amended. Distribution shall have the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Distribution Ratio shall mean a number equal to one-third (1/3). Effective Time shall mean 11:59 p.

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Adjusted SpinCo Stock Value shall mean the product obtained by multiplying (a) the SpinCo Stock Value by (b) the Distribution Ratio. Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all amendments, modifications, and changes hereto entered into pursuant to Section 8.17. Ancillary Agreements shall mean all agreements (other than the Separation and Distribution Agreement) entered into by the Parties or the members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by the Separation and Distribution Agreement, including the Transition Services Agreement, the Tax Matters Agreement, this Agreement and the Transfer Documents. Applicable Exchange shall mean the securities exchange as may at the applicable time be the principal market for Parent Shares or SpinCo Shares, as applicable. Assets shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs, policies or agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code shall mean the Internal Revenue Code of 1986, as amended. Distribution shall have the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Distribution Ratio shall mean a number equal to one-third (1/3). Effective Time shall mean 11:59 p.

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Additional Services shall have the meaning set forth in Section 2.01(b). Affiliate has the meaning set forth in the Separation and Distribution Agreement. Agreement has the meaning set forth in the Preamble. Ancillary Agreements has the meaning set forth in the Separation and Distribution Agreement. Charge and Charges have the meaning set forth in Section 2.03. Confidential Information means all Information that is either confidential or proprietary. Dispute has the meaning set forth in Section 8.16(a). Distribution has the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Effective Time shall mean 11:59 p.m., New York City time, on the Distribution Date. e-mail shall have the meaning set forth in Section 8.10. Force Majeure shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Partys response thereto, shall not be deemed an event of Force Majeure. Governmental Authority shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof. Information shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. Interest Payment has the meaning set forth in Section 4.02. Law shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority. Level of Service has the meaning set forth in Section 2.02(c). Liabilities shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arran

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of [*] (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Additional Services shall have the meaning set forth in Section 2.01(b). Affiliate has the meaning set forth in the Separation and Distribution Agreement. Agreement has the meaning set forth in the Preamble. Ancillary Agreements has the meaning set forth in the Separation and Distribution Agreement. Charge and Charges have the meaning set forth in Section 2.03. Confidential Information means all Information that is either confidential or proprietary. Dispute has the meaning set forth in Section 8.16(a). Distribution has the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Effective Time shall mean [*], New York City time, on the Distribution Date. e-mail shall have the meaning set forth in Section 8.10. Force Majeure shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Partys response thereto, shall not be deemed an event of Force Majeure. Governmental Authority shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof. Information shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. Interest Payment has the meaning set forth in Section 4.02. Law shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority. Level of Service has the meaning set forth in Section 2.02(c). Liabilities shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement,

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of [*] (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Adjusted SpinCo Stock Value shall mean the product obtained by multiplying (a) the SpinCo Stock Value by (b) the Distribution Ratio. Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all amendments, modifications, and changes hereto entered into pursuant to Section 8.17. Ancillary Agreements shall mean all agreements (other than the Separation and Distribution Agreement) entered into by the Parties or the members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by the Separation and Distribution Agreement, including the Transition Services Agreement, the Tax Matters Agreement, this Agreement and the Transfer Documents. Applicable Exchange shall mean the securities exchange as may at the applicable time be the principal market for Parent Shares or SpinCo Shares, as applicable. Assets shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs, policies or agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code shall mean the Internal Revenue Code of 1986, as amended. Distribution shall have the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Distribution Ratio shall mean a number equal to [*]. Effective Time shall mean [*]a.m./p.m., New Yo

Definitions from Employee Stock Purchase Plan

This EMPLOYEE MATTERS AGREEMENT, dated as of January 27, 2017 (this Agreement), is by and between Varian Medical Systems, Inc. a Delaware corporation (Parent), and Varex Imaging Corporation, a Delaware corporation (Varex).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Any terms that are capitalized but not otherwise defined herein shall have the respective meanings assigned to them in the Separation and Distribution Agreement. Adjusted Varex Stock Value shall mean the product of (a) the Varex Stock Value, multiplied by (b) the Distribution Ratio. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 9.17. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs or policies or Individual Agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Distribution shall have the meaning set forth in the Recitals. Employee shall mean any Parent Employee or Varex Employee. ERISA shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. Former Employee shall mean any individual who is a former employee of the Parent Group as of immediately prior to the Effective Time. HIPAA shall mean the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder. Individual Agreement shall mean any individual (a) employment contract, (b) retention, severance or change in control agreement, (c) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of Taxes and living standards in the host country), or (d) other agreement containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the Parent Group and a Varex Employee, as in effect immediately prior to the Effective Time. IRS shall mean the U.S. Internal Revenue Service. Parent shall have the meaning set forth in the Preamble. Parent 401(k) Plan shall mean the Varian Medical Systems, Inc. Retirement Plan. Parent Awards shall mean Parent Option Awards, Parent RSU Awards and Parent PSU Awards, collectively. Parent Benefit Plan shall mean any Benefit Plan established, sponsored or maintained by Parent or any of its Subsidiaries immediately prior to the Effective Time including any Parent Retained Qualified Plan, but excluding any Varex Benefit Plan. Parent Compensation Committee shall mean the Parent Board (organization) values">Compensation Committee of the Parent Board. Parent Deferred Compensation Plans shall mean the Varian Medical Systems, Inc. 2005 Deferred Compensation Plan, as amended, and the Varian Medical Systems, Inc. Deferred Compensation Plan, as amended. Parent Employees shall have the meaning set forth in Section 3.01. Parent ESPP shall mean the Parent Employee Stock Purchase Plan, as in effect from time to time. Parent Non-Equity Incentive Plans shall mean the corporate non-equity incentive plans of the Parent Group. Parent Omnibus Plan shall mean the Third Amended and Restated Varian Medical Systems, Inc. 2005 Omnibus Stock Plan, as amended from time to time. Parent Option Award shall mean an award of options to purchase Parent Shares granted pursuant to a Parent Omnibus Plan that is outstanding as of immediately prior to the Effective Time. Parent PSU Award shall mean a performance stock unit award granted pursuant to the Parent Omnibus Plan that is outstanding as of immediately prior to the Effective Time. Parent Ratio shall mean the quotient obtained by dividing (a) the Pre-Separation Parent Stock Value by (b) the Post-Separation Parent Stock Value. Parent Retained Qualified Plans shall have the meaning set forth in Section 5.02(a). Parent RSU Award shall me

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of January 27, 2017 (this Agreement), is by and between Varian Medical Systems, Inc. a Delaware corporation (Parent), and Varex Imaging Corporation, a Delaware corporation (Varex).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Any terms that are capitalized but not otherwise defined herein shall have the respective meanings assigned to them in the Separation and Distribution Agreement. Adjusted Varex Stock Value shall mean the product of (a) the Varex Stock Value, multiplied by (b) the Distribution Ratio. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 9.17. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs or policies or Individual Agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Distribution shall have the meaning set forth in the Recitals. Employee shall mean any Parent Employee or Varex Employee. ERISA shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. Former Employee shall mean any individual who is a former employee of the Parent Group as of immediately prior to the Effective Time. HIPAA shall mean the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder. Individual Agreement shall mean any individual (a) employment contract, (b) retention, severance or change in control agreement, (c) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of Taxes and living standards in the host country), or (d) other agreement containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the Parent Group and a Varex Employee, as in effect immediately prior to the Effective Time. IRS shall mean the U.S. Internal Revenue Service. Parent shall have the meaning set forth in the Preamble. Parent 401(k) Plan shall mean the Varian Medical Systems, Inc. Retirement Plan. Parent Awards shall mean Parent Option Awards, Parent RSU Awards and Parent PSU Awards, collectively. Parent Benefit Plan shall mean any Benefit Plan established, sponsored or maintained by Parent or any of its Subsidiaries immediately prior to the Effective Time including any Parent Retained Qualified Plan, but excluding any Varex Benefit Plan. Parent Compensation Committee shall mean the Parent Board (organization) values">Compensation Committee of the Parent Board. Parent Deferred Compensation Plans shall mean the Varian Medical Systems, Inc. 2005 Deferred Compensation Plan, as amended, and the Varian Medical Systems, Inc. Deferred Compensation Plan, as amended. Parent Employees shall have the meaning set forth in Section 3.01. Parent ESPP shall mean the Parent Employee Stock Purchase Plan, as in effect from time to time. Parent Non-Equity Incentive Plans shall mean the corporate non-equity incentive plans of the Parent Group. Parent Omnibus Plan shall mean the Third Amended and Restated Varian Medical Systems, Inc. 2005 Omnibus Stock Plan, as amended from time to time. Parent Option Award shall mean an award of options to purchase Parent Shares granted pursuant to a Parent Omnibus Plan that is outstanding as of immediately prior to the Effective Time. Parent PSU Award shall mean a performance stock unit award granted pursuant to the Parent Omnibus Plan that is outstanding as of immediately prior to the Effective Time. Parent Ratio shall mean the quotient obtained by dividing (a) the Pre-Separation Parent Stock Value by (b) the Post-Separation Parent Stock Value. Parent Retained Qualified Plans shall have the meaning set forth in Section 5.02(a). Parent RSU Award shall me

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of [*] (this Agreement), is by and between Varian Medical Systems, Inc. a Delaware corporation (Parent), and Varex Imaging Corporation, a Delaware corporation (Varex).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Any terms that are capitalized but not otherwise defined herein shall have the respective meanings assigned to them in the Separation and Distribution Agreement. Adjusted Varex Stock Value shall mean the product of (a) the Varex Stock Value, multiplied by (b) the Distribution Ratio. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 9.17. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs or policies or Individual Agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Distribution shall have the meaning set forth in the Recitals. Employee shall mean any Parent Employee or Varex Employee. ERISA shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. Former Employee shall mean any individual who is a former employee of the Parent Group as of immediately prior to the Effective Time. HIPAA shall mean the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder. Individual Agreement shall mean any individual (a) employment contract, (b) retention, severance or change in control agreement, (c) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of Taxes and living standards in the host country), or (d) other agreement containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the Parent Group and a Varex Employee, as in effect immediately prior to the Effective Time. IRS shall mean the U.S. Internal Revenue Service. Parent shall have the meaning set forth in the Preamble. Parent 401(k) Plan shall mean the Varian Medical Systems, Inc. Retirement Plan. Parent Awards shall mean Parent Option Awards, Parent RSU Awards and Parent PSU Awards, collectively. Parent Benefit Plan shall mean any Benefit Plan established, sponsored or maintained by Parent or any of its Subsidiaries immediately prior to the Effective Time including any Parent Retained Qualified Plan, but excluding any Varex Benefit Plan. Parent Compensation Committee shall mean the Parent Board (organization) values">Compensation Committee of the Parent Board. Parent Deferred Compensation Plans shall mean the Varian Medical Systems, Inc. 2005 Deferred Compensation Plan, as amended, and the Varian Medical Systems, Inc. Deferred Compensation Plan, as amended. Parent Employees shall have the meaning set forth in Section 3.01. Parent ESPP shall mean the Parent Employee Stock Purchase Plan, as in effect from time to time. Parent Non-Equity Incentive Plans shall mean the corporate non-equity incentive plans of the Parent Group. Parent Omnibus Plan shall mean the Third Amended and Restated Varian Medical Systems, Inc. 2005 Omnibus Stock Plan, as amended from time to time. Parent Option Award shall mean an award of options to purchase Parent Shares granted pursuant to a Parent Omnibus Plan that is outstanding as of immediately prior to the Effective Time. Parent PSU Award shall mean a performance stock unit award granted pursuant to the Parent Omnibus Plan that is outstanding as of immediately prior to the Effective Time. Parent Ratio shall mean the quotient obtained by dividing (a) the Pre-Separation Parent Stock Value by (b) the Post-Separation Parent Stock Value. Parent Retained Qualified Plans shall have the meaning set forth in Section 5.02(a). Parent RSU Award shall me

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of December 22, 2016, is made by and among Essentialis, Inc., a Delaware corporation (the Company), Capnia, Inc., a Delaware corporation (Parent), Company E Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (Merger Sub), and Neil Cowen (the Stockholders Representative), solely in his capacity as the representative for the Company Stockholders and only for the purposes expressly provided herein. Parent, Merger Sub and the Company, and, solely in his capacity as and solely to the extent applicable, the Stockholders Representative, shall be referred to herein from time to time as a Party and collectively as the Parties. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Accredited Investor means any Company Stockholder or Other Consideration Recipient, as applicable, who is an accredited investor (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act), as determined by Parent in its reasonable discretion. Action means any legal action, suit, arbitration, investigation, claim, proceeding or other similar dispute (whether federal, state, local or foreign). Affiliate of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, Contract or otherwise. Antitrust Law means any federal, state or foreign Law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition. Business Day means a day which is neither a Saturday or Sunday, nor any other day on which banking institutions in San Francisco, California are authorized or obligated by Law to close. Carve-Out Plan means the Companys 2010 Key Personnel Incentive Program, effective as of August 11, 2010. Carve-Out Plan Closing Merger Shares means the aggregate number of Closing Merger Shares issuable to the Carve-Out Plan Participants in connection with the Closing in accordance with the terms of the Carve-Out Plan, rounded down to the nearest whole share (and which number of Carve-out Plan Closing Merger Shares shall be set forth on the Consideration Spreadsheet and will be relied upon by Parent as determinative). Table of Contents Carve-Out Plan Holdback Shares means, with respect to any release and issuance of Holdback Shares, the aggregate number of Holdback Shares issuable to the Carve-Out Plan Participants in connection with the release of such Holdback Shares in accordance with the terms of the Carve-Out Plan, rounded down to the nearest whole share (and which maximum number of Carve-out Plan Holdback Shares shall be set forth on the Consideration Spreadsheet and will be relied upon by Parent as determinative). Carve-Out Plan Consideration means, collectively, the Carve-Out Plan Closing Merger Shares, the Carve-Out Plan Milestone Consideration and the Carve-Out Plan Holdback Shares. Carve-Out Plan Milestone Consideration means, collectively, the (a) Carve-Out Plan Milestone Shares and (b) the Carve-out Plan Commercial Milestone Cash Consideration. Carve-Out Plan Milestone Shares means the aggregate number of Milestone Shares issuable to the Carve-Out Plan Participants in connection with the achievement of the Development Milestone, rounded down to the nearest whole share (and which number of Carve-out Plan Milestone Shares shall be set forth on the Consideration Spreadsheet and will be relied upon by Parent as determinative). Carve-out Plan Commercial Milestone Cash Consideration means, with respect to the achievement of a Commercial Milestone, the applicable aggregate amount of the applicable Commercial Milestone Cash Payment paid to the Carve-Out Plan Participants in connection with the achievement of such Commercial Milestone and in accordance with the terms of the Carve-Out Plan (and which amount of such Carve-Out Plan Commercial Milestone Cash Consideration shall be set forth on the Consideration Spreadsheet and will be relied upon by Parent as determinative). Carve-Out Plan Participants means those Key Personnel (as defined in the Carve-out Plan) set forth on Section 10.01(a) of the Company Disclosure Schedules (and on the Consideration Spreadsheet) and who are entitled to receive the applicable Carve-Out Plan Consideration set forth opposite such Key Personnels name on Section 10.01(a) of the Company Disclosure Schedules (and on the Consideration Spreadsheet) issuable and payable in accordance with the terms hereunder. Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing. Closing Merger Shares means such number of shares of Parent Common Stock equal to (a) eighty-percent percent (80%) of the Total Merger Shares, rounded down to the nearest whole share, less (b) the Holdback Shares, plus (c) the Interim Financing Additional Shares, if any. COBRA shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Code means the Internal Revenue Code of 1986, as amended. Company Acquisition Proposal means any proposal, offer, or indication of interest (other than a proposal, offer, or indication of interest by the other party hereto) relating to any Company Acquisition Transaction. Company Acquisition Transaction means, with respect to the Company, any transaction or series of related transactions (other than the transactions c