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.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
RemainCo shall have the meaning set forth in the Preamble.
SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.
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 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 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 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 Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Company Service Provider means a Company Employee, a Company Independent Contractor or a member of the Company Board.
Distribution Time means the time at which the Distribution is effective on the Distribution Date.
ADT means Weighted Average Daily Traffic, or the ratio between (a) traffic to (b) the number of days in a given period of time. Traffic is the number of vehicle crossings in toll plazas or free toll roads in a given period of time.
Separation Time means the close of business on the tenth Trading Day after the earlier of:
OPC has the meaning specified in the recital of parties to this Agreement.
IAC means IAC/InterActiveCorp, a Delaware corporation.
ITT means the Purchaser’s invitation to tender dated (date ITT issued).
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:
Transferred Employees has the meaning set forth in Section 6.4(a).
Sub-Service Provider means any person / firm / Organization / company /entity (other than the Service Provider) and it’s legal representatives, successors and permitted assigns named in the Contract as a Sub-Service Provider for a part of the Services or to whom a part of the Services has been sub-Contracted with the written prior consent of the Employer.
MRO means Medical Review Officer who is a licensed physician certified by the Medical Review Officers Certification Council or U.S. Department of Transportation responsible for receiving and reviewing laboratory results generated by an employer’s drug testing program and evaluating medical explanations for certain drug test results.
Service Group means any one or more (as the context may require) of the service groups described in this Schedule;
Transferred Employee has the meaning set forth in Section 6.01(a).