Newco has the meaning set forth in the first paragraph of this Agreement.
ITC (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants with all information needed to prepare their Proposals.
SpinCo shall have the meaning set forth in the Preamble.
Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.
RemainCo shall have the meaning set forth in the Preamble.
Company Service means the Company's email, Internet, security management services provided to End Users for the purposes of conducting Company's internal business.
Parent Plans has the meaning set forth in Section 6.4(c).
SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Steps Plan means a plan evidenced by Eligible Information contemplating that there will be a series of successions to some or all of the Relevant Obligations of the Reference Entity, by one or more entities.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
SpinCo Employee has the meaning set forth in the Employee Matters Agreement.
Company Stock Plans has the meaning set forth in Section 3.02(b).
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
Health and Welfare Plans means any plan, fund or program which was established or is maintained for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, medical (including PPO, EPO and HDHP coverages), dental, prescription, vision, short-term disability, long-term disability, life and AD&D, employee assistance, group legal services, wellness, cafeteria (including premium payment, health flexible spending account and dependent care flexible spending account components), travel reimbursement, transportation, or other benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, including any such plan, fund or program as defined in Section 3(1) of ERISA.
DPWH means the Department of Public Works and Highways of the Government of the Philippines.
Company Services means any services (including but not limited to technical and product support, technical advice, underwriting and customer services) supplied by the Company or its Affiliates in the specialty property and/or casualty insurance business.
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
Internal combustion engine or ‘engine’ means an energy converter, other than a gas turbine, designed to transform chemical energy (input) into mechanical energy (output) with an internal combustion process; it includes, where they have been installed, the emission control system and the communication interface (hardware and messages) between the engine's electronic control unit(s) and any other powertrain or non-road mobile machinery control unit necessary to comply with Chapters II and III;
Nexus means that a partnership’s business activity is of such a degree that the state or foreign country has jurisdic- tion to impose an income tax or franchise tax measured by net income. Under Public Law 86-272, a state can’t impose an income tax or franchise tax based on net income on a partnership selling tangible personal property if the part- nership’s only activity in the state is the solicitation of or- ders, which orders are approved outside the state and are filled by delivery from a point outside the state.
Parent Plan means an Employee Benefit Plan sponsored, maintained, or contributed to by Parent or its Affiliates or with respect to which Parent or its Affiliates have any liability.
Welfare Plans shall have the meaning set forth in Section 3.2.4.
Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
EHC plan means an Education, Health and Care plan made under sections 37(2) of the Children and Families Act 2014.