Remainco Disclosure Letter definition

Remainco Disclosure Letter means the Remainco Disclosure Letter that has been prepared by Remainco in accordance with the requirements of Section 9.6 of this Agreement and that has been delivered by Remainco to RMT Partner concurrently with the execution of this Agreement.

Remainco Disclosure Letter means the Remainco Disclosure Letter that has been prepared by Remainco in accordance with the requirements of Section 9.6 and that has been delivered by Remainco to Merger Partner concurrently with the execution of this Agreement. “Remainco Equity Award” means each outstanding stock option, restricted stock unit, performance stock unit, or other equity or equity-based award awarded and outstanding under the Remainco Equity Plan or otherwise relating to equity interests of Remainco. “Remainco Equity Plan” shall have the meaning set forth in the Employee Matters Agreement. “Remainco Group” shall have the meaning set forth in the Separation Agreement. “Remainco Intellectual Property” means all Intellectual Property with respect to which any member of the Remainco Group has (or purports to have) an ownership or license interest.

Remainco Disclosure Letter means the Remainco Disclosure Letter that has been prepared by Remainco in accordance with the requirements of Section 11.6 and that has been delivered by Remainco to Merger Partner concurrently with the execution of this Agreement. “Remainco Equity Award” means each outstanding stock option, restricted stock unit, performance stock unit, or other equity or equity-based award awarded and outstanding under the Remainco Equity Plan or otherwise relating to equity interests of Remainco. “Remainco Equity Plan” shall have the meaning set forth in the Employee Matters Agreement. “Remainco Group” shall have the meaning set forth in the Separation Agreement. “Remainco Ordinary Shares” means the ordinary shares of Remainco, $0.10 par value per share. “Remainco PSU” means each performance share unit representing the right to vest in and be issued Remainco Ordinary Shares, whether granted by Remainco pursuant to a Remainco Equity Plan, assumed by Remainco in connection with any merger, acquisition or similar transaction or otherwise issued or granted, and which vests based in whole or in part on the achievement of specified performance objectives. “Remainco Related Parties” means, collectively, Remainco, the other members of the Remainco Group, any of their respective Affiliates, any of their and their Affiliates’ respective direct or indirect current, former or future equityholders, partners, members, officers, directors, managers, employees and other Representatives, and their respective assignees. “Remainco Retained Assets” shall have the meaning set forth in the Separation Agreement. “Remainco Retained Business” shall have the meaning set forth in the Separation Agreement. “Remainco Retained Liabilities” shall have the meaning set forth in the Separation Agreement.

Examples of Remainco Disclosure Letter in a sentence

• The Remainco Disclosure Letter shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Article II.

• Any purported update or modification to the Remainco Disclosure Letter or RMT Partner Disclosure Letter after the date hereof without the prior written consent of the other party shall be disregarded.

• Except as set forth on Section 5.3(a) of the Remainco Disclosure Letter, Remainco shall not submit any other proposals for approval at the Remainco Stockholders’ Meeting without the prior written consent of RMT Partner (such consent not to be unreasonably withheld, conditioned or delayed).

• For each item of Registered IP, Section 2.10(a) of the Remainco Disclosure Letter includes, where applicable, as of the date hereof (excluding with respect to internet domain names), (i) the current owner and the current registrant; (ii) the jurisdiction where the application, registration or issuance is filed; (iii) the application, registration or issue number; and (iv) the application, registration or issue date.

• Except as set forth in Section 5.3(a) of the Remainco Disclosure Letter, Remainco shall not submit any other proposals for approval at the Remainco Shareholders’ Meeting without the prior written consent of Merger Partner (such consent not to be unreasonably withheld, conditioned or delayed).

• Except as set forth in Section 2.10(b)(ii) of the Remainco Disclosure Letter, or to the extent they constitute Shared Contracts, all such material Contracts set forth on Section 2.10(b)(i) of the Remainco Disclosure Letter are included in the Spinco Assets.

• The Remainco Disclosure Letter and RMT Partner Disclosure Letter shall each be delivered as of the date hereof, and no amendments or modifications thereto shall be made without the prior written consent of Remainco and RMT Partner.