SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Sub-Fund means a segregated pool of assets and liabilities into which the Trust Fund is divided, established under the Trust Deed and the relevant supplemental deed as a separate trust as described in the relevant Appendix.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Company Stock Fund means a hypothetical investment fund pursuant to which Deferred Stock Units are credited with respect to a portion of an Award subject to an Election, and thereafter until (i) the date of distribution or (ii) the effective date of a Diversification Election, to the extent a Diversification Election applies to such Deferred Stock Units, as applicable. The portion of a Grantee’s Account deemed invested in the Company Stock Fund shall be treated as if such portion of the Account were invested in hypothetical shares of Common Stock or Special Common Stock otherwise deliverable as Shares upon the Vesting Date associated with Restricted Stock or Restricted Stock Units, and all dividends and other distributions paid with respect to Common Stock or Special Common Stock were held uninvested in cash and credited with interest at the Applicable Interest Rate as of the next succeeding December 31 (to the extent the Account continues to be deemed credited in the form of Deferred Stock Units through such December 31).
Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.
Company Stock Account means the account established and maintained in the name of each Participant or Beneficiary to reflect his share of the Trust Fund invested in Company Stock.
Company Stock Plans has the meaning set forth in Section 3.02(b).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Company Stockholders means the holders of shares of Company Capital Stock.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.
Company Units has the meaning set forth in the Recitals.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Distribution Effective Time has the meaning set forth in the Separation Agreement.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
RemainCo shall have the meaning set forth in the Preamble.
Escrowed Shares has the meaning set forth in Section 2.4.
Merger Consideration has the meaning set forth in Section 2.1(a).
Effective Time has the meaning set forth in Section 2.2.
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
CVC means Citicorp Venture Capital, Ltd., a New York corporation.
Amalco Common Shares means the common shares in the capital of Amalco;