Amalco means the corporation resulting from the Amalgamation.
Topco has the meaning set forth in the Preamble.
Holdco has the meaning set forth in the Preamble.
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
Surviving Company has the meaning set forth in Section 2.1.
UK Subsidiary means a Subsidiary organized under the laws of England and Wales.
Surviving Corporation has the meaning set forth in Section 2.1.
Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;
Subsidiary of the Company or “Subsidiary” means a corporation, a majority of the outstanding voting shares of which is owned, directly or indirectly, by the Company or by one or more subsidiaries of the Company and, as used in this definition, “voting shares” means shares of a class or classes ordinarily entitled to vote for the election of the majority of the directors of a corporation irrespective of whether or not shares of any other class or classes shall have or might have the right to vote for directors by reason of the happening of any contingency;
Exchangeco has the meaning ascribed thereto in the introductory paragraph;
SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.
Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.
Acquisition Corp. shall have the meaning given to such term in the preamble to this Agreement.
Domestic Corporation means an entity that is treated as a corporation for United States federal income tax purposes and is a U.S. Tax Person.
AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.
Effective Time has the meaning set forth in Section 2.2.
Company Equity Plan means any management equity or stock option or ownership plan or any other management or employee benefit plan of the Company or any Subsidiary of the Company.
Natural parent means a minor's biological or adoptive parent, and includes the minor's noncustodial parent.
MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.
In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:
Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).
Reorganized Company means the domestic stock company into which a mutual company has been converted, converted and merged, or converted and consolidated.
EDFR means the Eurosystem Deposit Facility Rate, the rate on the deposit facility, which banks may use to make overnight deposits with the Eurosystem (comprising the European Central Bank and the national central banks of those countries that have adopted the Euro) as published on the Website of the European Central Bank;
Company Option Plan means, collectively, each stock option plan, program or arrangement of the Company.
mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;