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 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 Parent Group.
RemainCo shall have the meaning set forth in the Preamble.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
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.
SpinCo Employee has the meaning set forth in the Employee Matters Agreement.
Distribution Time means the time at which the Distribution is effective on the Distribution Date.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.
OPC has the meaning specified in the recital of parties to this Agreement.
IAC means IAC/InterActiveCorp, a Delaware corporation.
Distributor / Distribution Company means Company(ies), Firm(s), Sole Proprietorship concern(s), individual(s), Banks or any other Financial Institution appointed by the Management Company under intimation to the Trustee for performing any or all of the Distribution Functions and who are registered with MUFAP as Registered Service Providers. The Management Company may itself also performs the Distribution Function.
Normal distribution channel means a chain of custody for
Welfare Plans shall have the meaning set forth in Section 3.2.4.
Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.
Separation Time means the close of business on the earlier of (i) the tenth business day (or such later date as the Board of Directors of the Company may from time to time fix by resolution adopted prior to the Separation Time that would otherwise have occurred) after the date on which any Person commences a tender or exchange offer which, if consummated, would result in such Person's becoming an Acquiring Person and (ii) the Flip-in Date; provided, that if the foregoing results in the Separation Time being prior to the Record Time, the Separation Time shall be the Record Time and provided further, that if any tender or exchange offer referred to in clause (i) of this paragraph is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase of any shares of Common Stock pursuant thereto, such offer shall be deemed, for purposes of this paragraph, never to have been made.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Parent Plans has the meaning set forth in Section 6.4(c).
Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
CVC means Citicorp Venture Capital, Ltd., a New York corporation.
SAP Group means SAP Parent and any of its Associated Companies.
Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.