Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
SpinCo shall have the meaning set forth in the Preamble.
RemainCo 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.
Transferred Employees has the meaning set forth in Section 6.4(a).
Welfare Plans shall have the meaning set forth in Section 3.2.4.
SpinCo Employee has the meaning set forth in the Employee Matters Agreement.
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.”
Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Company Employee Plans has the meaning set forth in Section 3.12(a).
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.
Transferred Employee has the meaning set forth in Section 6.01(a).
Company Plans shall have the meaning set forth in Section 3.14(a).
Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.
Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.
Parent Plans has the meaning set forth in Section 6.4(c).
Business Employees has the meaning set forth in Section 4.10(a).
Excluded Employees has the meaning set forth in Section 14.1.
Company Employees shall have the meaning set forth in Section 6.10(a).
Seller Employee Plan means any plan, program, policy, practice, Contract or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including each "employee benefit plan," within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan), that is or has been maintained, contributed to, or required to be contributed to, by the Seller or any Seller Affiliate for the benefit of any Seller Employee, or with respect to which the Seller or any Seller Affiliate has or may have any liability or obligation, except such definition shall not include any Seller Employee Agreement.
Transferring Employees means employees of the Incumbent Contractor who are wholly or mainly assigned to work in the provision of the Service and who are subject of a Relevant Transfer to the Contractor by virtue of the application of the TUPE Regulations.
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
Health and Welfare Plans means any plan, fund or program which was established or is maintained for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, medical (including PPO, EPO and HDHP coverages), dental, prescription, vision, short-term disability, long-term disability, life and AD&D, employee assistance, group legal services, wellness, cafeteria (including premium payment, health flexible spending account and dependent care flexible spending account components), travel reimbursement, transportation, or other benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, including any such plan, fund or program as defined in Section 3(1) of ERISA.
Company Stock Plans has the meaning set forth in Section 3.02(b).
Business Employee means any individual employed by Seller in or in connection with the Business.