Transfer Time means, in relation to any Subsequent Account Holder’s Entry, the time at which such Entry is credited to his Securities Account.
Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.
Employee Transfer Date means in respect of any particular Transferring Employee the date on which the part of the Services to which they are assigned transfers from the Previous Contractor to the Contractor;
Transferred Employee has the meaning set forth in Section 6.01(a).
Transferred Employees has the meaning set forth in Section 6.4(a).
RemainCo shall have the meaning set forth in the Preamble.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Distribution Effective Time has the meaning set forth in the Separation Agreement.
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);
Offer Closing Date has the meaning set forth in Section 1.01(f).
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Service Transfer Date means the date of a Service Transfer;
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
SpinCo shall have the meaning set forth in the Preamble.
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.
Transition Date means the date on which this contract comes into effect for all purposes.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.
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 Remainco Group.
Assumed Final Distribution Date The Distribution Date occurring in November 2035.
SpinCo Employee has the meaning set forth in the Employee Matters Agreement.
Closing Period means the period between the close of business on the date of this Agreement and the Closing.
Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.
Transfer Date means, in relation to a transfer, the later of:
Transferring Employees means employees of the Incumbent Contractor who are wholly or mainly assigned to work in the provision of the Service and who are subject of a Relevant Transfer to the Contractor by virtue of the application of the TUPE Regulations.