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 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.
SpinCo Employee means any individual who, as of the Effective Time, is employed by or will be employed by Spinco or any member of the Spinco Group, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short- or long-term disability leave, leave under the Family Medical Leave Act and other approved leave).
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.
SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.
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.”
Company Stock Plans has the meaning set forth in Section 3.02(b).
Distribution Time means the time at which the Distribution is effective on the Distribution Date.
Separation Time means the close of business on the tenth Trading Day after the earlier of:
Company Service Provider means a Company Employee, a Company Independent Contractor or a member of the Company Board.
Transferred Employee has the meaning set forth in Section 6.01(a).
Transferred Employees has the meaning set forth in Section 6.4(a).
Transfer Time has the meaning set forth in Section 4.3(a).
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that SpinCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute SpinCo Software or SpinCo Technology:
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Old Plans has the meaning set forth in Section 6.8(b).
Company Option Plans means the Company’s 1999 Stock Option Plan and 2000 Stock Plan, each as amended, or any other compensatory option plans or Contracts of the Company, including, without limitation, option plans or Contracts assumed by the Company pursuant to a merger or acquisition.
U.S. Employee means a person who is an employee of the Company (or of any Subsidiary) for purposes of section 422 of the Code.
Business Employee means any individual employed by Seller in or in connection with the Business.
Company Plans has the meaning set forth in Section 4.10(a).
Company Equity Plans means the Company’s 1994 Stock Option Plan, 1998 Stock Option Plan, 2000 Stock Option Plan, 2003 Equity Incentive Plan and 2005 Equity Incentive Plan, each as may be amended from time to time, and any stock option agreements, award notices, stock purchase agreements or other agreements or instruments executed and delivered pursuant thereto.