Remainco PSU definition

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.
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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 Retirement Plan” means the IGT 401(k) Retirement Savings Plan. “Remainco RSU” means each restricted share unit representing the right to vest in and be issued Remainco Ordinary Shares by Remainco, 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 whether vested or unvested (which excludes any Remainco PSUs). “Representatives” shall have the meaning set forth in the Merger Agreement. “Running Annual Actual Aggregate Cash Award Payments” shall have the meaning set forth in Section 3.2(b). “Second Step Merger” shall have the meaning set forth in the Separation Agreement. “Separation Agreement” shall have the meaning set forth in the Recitals. “Spinco” shall have the meaning set forth in the Preamble. “Spinco Benefit Arrangement” means any Benefit Arrangement sponsored, maintained or required to be maintained, by any member of the Spinco Group.
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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 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. “Remainco RSU” means each restricted share unit representing the right to vest in and be issued Remainco Ordinary Shares by Remainco, 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 whether vested or unvested (which excludes any Remainco PSUs). “Remainco SEC Documents” means all registration statements, Remainco certifications and other statements, reports, schedules, forms and other documents filed by Remainco with the SEC, including all amendments thereto, since the Lookback Date. “Remainco Special Voting Shares” means special voting shares of Remainco, of nominal value $0.000001 each. “Remainco Sterling Shares” means sterling-non-voting shares of Remainco, of nominal value £1.00 each “Remainco Superior Proposal” means a bona fide written offer by a Third Party, that is not solicited in breach (other than a de minimis breach) of Section 4.5(b), to acquire, directly or indirectly, at least a majority of the outstanding Remainco Ordinary Shares or at least a majority of the assets of the Remainco Group (whether through a tender offer, merger or otherwise), that is determined by the Remainco Board, in its good faith judgment, after consultation with its financial advisors and outside legal counsel, and after considering such factors that the Remainco Board determines to be relevant, including the terms and conditions of the offer, the likelihood of consummation and other relevant information, (a) to be more favorable, from a financial point of view, to Remainco’s shareholders than the Contemplated Transactions (considering any amendments to the Transaction Documents or the Financing proposed by Xxxxxx Partner) and (b) to be reasonably likely to be completed, considering suc...
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Examples of Remainco PSU in a sentence

  • Notwithstanding the foregoing, if a Post-2023 Remainco PSU vests on or prior to the Merger Effective Time, such award shall be settled in Remainco Ordinary Shares in accordance with the terms of such Post-2023 Remainco PSU no later than the Merger Effective Time.

  • Each Conversion Equity Award that is a Remainco PSU Award shall be converted into an RMT Partner RSU Award in accordance with this subsection (c).

  • For purposes of determining the number of shares of Remainco Common Stock subject to the Remainco PSU Award, the performance criteria under the Remainco PSU Award shall be deemed satisfied at the actual level of performance immediately preceding the Closing (as determined by the People and Compensation Committee of the Board of Directors of Remainco in its reasonable good faith discretion).

  • The RMT Partner RSU Award otherwise shall be subject to the same terms and conditions (excluding from and after the Closing any rights to dividend equivalents) after the Closing as the terms and conditions applicable to the corresponding Remainco PSU Award immediately prior to the Closing.


More Definitions of Remainco PSU

Remainco PSU means a performance stock unit award granted by Remainco under any of the Remainco Equity Plans before the Separation Effective Time.
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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.
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Related to Remainco PSU

  • RemainCo shall have the meaning set forth in the Preamble.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • SpinCo shall have the meaning set forth in the Preamble.

  • SpinCo Employee has the meaning set forth in the Employee Matters Agreement.

  • Company PSU means a restricted stock unit with respect to Common Stock that was granted subject to performance-based vesting conditions.

  • SpinCo Separate Return means any Tax Return of or including any member of the Spinco Group (including any consolidated, combined, or unitary return) that does not include any member of the Remainco Group.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Welfare Plans shall have the meaning set forth in Section 3.2.4.

  • Company RSU Award means an award of restricted stock units relating to shares of Company Common Stock granted under a Company Equity Incentive Plan (including any dividend equivalent units credited thereon).

  • Company PSUs means the outstanding performance share units of the Company issued pursuant to: (i) the Company Legacy Equity Incentive Plan; and (ii) the Company PRSU Plan.

  • PSU means Public Sector Undertaking

  • Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.

  • Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.

  • Company Option Plans means the Company 1994 Incentive Stock Plan, the Company 1995 Outside Director’s Stock Option Plan and the Company 2004 Incentive Stock Plan.

  • Old Plans shall have the meaning set forth in Section 5.11(b).

  • Equity Plans meanss the stock option and incentive plans adopted and maintained by the Company from time to time.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • COP means the conference of the parties to the Convention;

  • Unvested Company Option means any Company Option that is not a Vested Company Option.

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  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Prior Plans means, collectively, the Company’s 2006 Long-Term Incentive Plan, as amended, 2009 Long-Term Incentive Plan, 2012 Long-Term Incentive Plan and 2013 Long-Term Incentive Plan. Awards granted under the Prior Plans continue to be governed under the terms of those Prior Plans.

  • Company RSU means each restricted stock unit award relating to shares of Company Common Stock granted under any Company Equity Plan that is outstanding immediately prior to the Effective Time and subject solely to service-based vesting requirements.

  • 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 Business has the meaning set forth in the Separation and Distribution Agreement.

  • Parent Plans has the meaning set forth in Section 6.4(c).