Parent Plans has the meaning set forth in Section 6.4(c).
Parent 401(k) Plan has the meaning set forth in Section 6.6(e).
Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.
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.
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.
Parent Business has the meaning set forth in the Separation and Distribution Agreement.
In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:
Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.
Merger Sub 1 has the meaning set forth in the Preamble.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Parent Entities means, collectively, Parent and all Parent Subsidiaries.
Parent Parties means Parent and Merger Sub.
Merger Sub 2 has the meaning set forth in the Preamble.
Merger Subs has the meaning set forth in the Preamble.
Effective Time has the meaning set forth in Section 2.2.
Parenting plan means a written plan describing each parent's rights and responsibilities.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Parents means parents or guardians;
Parent Option means any option to purchase Parent Common Stock which was granted pursuant to a Parent Option Plan.
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Medical flexible spending arrangement or "medical FSA" means a benefit plan whereby eligible state employees may reduce their salary before taxes to pay for medical expenses not reimbursed by insurance as provided in the salary reduction plan established under chapter
Acquiror has the meaning set forth in the Preamble.
Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.
Merger Sub Board means the board of directors of Merger Sub.
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.
Company Share means one share of common stock of the Company, $0.01 par value per share.