Amalco means the corporation continuing from the Amalgamation;
Topco has the meaning set out 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 set forth in the Preamble.
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 means any foreign or U.S. domestic corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
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, 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.
MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.
Reorganized Company means the Company, as reorganized as of the Effective Date in accordance with the Reorganization Plan.
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;
Parent 401(k) Plan has the meaning set forth in Section 6.6(e).