Remainco Insurance Policies means Insurance Policies of any member of the Remainco Group in effect prior to the Distribution Effective Time. “Remainco Protected Person” means any employee of any member of the Remainco Group as of the Distribution Effective Time who (a) (i) is involved in software development for the Remainco Group or the Remainco Retained Business, including software architects, developers and engineers, (ii) develops games (e.g., game developers, mathematicians, graphic designers and sound designers) for the Remainco Retained Business or any member of the Remainco Group, or (iii) who supervises the development of games for the Remainco Retained Business or any member of the Remainco Group; (b) provides services under the Transition Services Agreement; or (c) is an executive officer of any member of the Remainco Group. “Remainco Note” means the promissory note in the form attached hereto as Exhibit H. “Remainco Ordinary Shares” shall have the meaning set forth in the Merger Agreement. “Remainco Record Date” means the close of business on date determined by the Remainco Board to be the record date for determining the holders of record of Remainco Ordinary Shares entitled to receive Spinco Units in the Distribution. “Remainco Record Holders” means the holders of Remainco Ordinary Shares entered in the register of members of Remainco on the Remainco Record Date. “Remainco Released Liabilities” shall have the meaning set forth in Section 3.1(a)(i). “Remainco Released Parties” shall have the meaning set forth in Section 3.1(a)(ii). “Remainco Releasing Parties” shall have the meaning set forth in Section 3.1(a)(i). “Remainco Retained Assets” means the following Assets of the members of the Remainco Group as of immediately prior to the Distribution Effective Time, excluding, in each case, the Spinco Assets: (i) other than Spinco Restricted Cash, all cash, cash equivalents, marketable securities, checks, drafts and deposits, except the Spinco Closing Cash Amount; (ii) except for the Spinco Properties, the Spinco Leases, the Spinco Assigned Properties, and the interest of the applicable member of the Spinco Group in any properties that are partially subleased or sublicensed by a member of the Spinco Group from a member of the Remainco Group pursuant to Article V of the Real Estate Matters Agreement, all of the right, title and interest of the members of the Remainco Group in owned and leased real property, including all such right, title and interest under each real property ...