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C » Topics » 1.1 Definitions . As used in this Agreement, the following terms have the respective meanings set forth below:This excerpt taken from the C 10-Q filed Aug 7, 2009. 1.1 Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:“absorption-type corporate demerger” means an absorption-type corporate demerger (kyushu-bunkatsu) as defined in Item 29, Article 2 of the Corporate Law.
“Adjusted Combined Net Assets” means, as of the effectiveness of the Demergers pursuant to Section 6.3(a) and immediately prior to the completion of the Closing pursuant to Section 6.3(b), the sum of:
(i) the net assets of the New Securities Company, excluding
(x) any deferred tax assets and deferred tax liabilities of the New Securities Company created as a result of the Demergers,
(y) the book value of the Nikko Marks and Domain Names, and
(z) any goodwill created on the balance sheet of the New Securities Company as a result of the NCL Demerger, plus
(ii) an amount equal to the NCL Demerger Consideration, plus
(iii) the sum of the net assets of each of the Related Companies, excluding the Marketable Cross-shareholding Securities held by Nikko Cordial Holdings Limited,
with net assets to be calculated at book value (as of immediately prior to the completion of the Closing) on a non-consolidated basis in accordance with GAAP and the principles set forth on Schedule 7.1. For the avoidance of doubt, Adjusted Combined Net Assets shall not include any Excluded Assets, Excluded Companies or Excluded Liabilities.
“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ability to elect the majority of the directors or the members of a similar governing body of a Person, and the terms “controlled” and “controlling” have correlative meanings.
“Agreement” has the meaning set forth in the Preamble to this Agreement.
“Alliance Agreement” means an agreement having the material terms set forth in Exhibit A.
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“Ancillary Agreements” means the Alliance Agreement, the Escrow Agreement, the Master Services Agreement, the NCL Demerger Agreement, the NCS Demerger Agreement, the Transitional License Agreement and the Transition Services Agreement.
“Applicable Law” means, in relation to any Person, any statute, law, rule, regulation, directive, treaty, judgment, order, decree, injunction or requirement of any Governmental Authority that is applicable to or binding upon such Person or any of its properties.
“Assumed Assets” means all assets of NCS and NCL assumed by the New Securities Company in the Demergers, but for the avoidance of doubt does not include the Excluded Assets.
“Assumed Liabilities” means all liabilities and obligations of NCS and NCL assumed by the New Securities Company in the Demergers, but for the avoidance of doubt does not include the Excluded Liabilities.
“Banking Act” means the Banking Act of Japan (Law No. 59 of 1981).
“Business Day” means any day other than a Saturday or Sunday, or any other day on which commercial banks in New York, New York, USA or Tokyo, Japan are authorized or required by Applicable Law to close.
“Citi Marks” means all of the following, as they exist anywhere in the world, whether registered or unregistered: trademarks, trade names, names, service marks, logos, insignia, slogans, emblems, symbols, designs, trade dress, domain names, uniform resource locators, and other source identifiers of NCH or any of its Affiliates, including “Citi”, “Citigroup”, “Citibank”, “Citilease”, “CitiFinancial”, “CitiMortgage”, “Smith Barney”, and any variations, derivatives or foreign equivalents thereof, and any other marks confusingly similar to any of the foregoing.
“Citi Seconded Personnel” means the employees of NCS or the Group Companies set forth on Part A of Schedule IV who have entered into employment agreements with NCH or one of its Affiliates (other than NCS or a Group Company) and have been seconded from NCH or such Affiliate, as the case may be, to NCS or one of the Group Companies, as the case may be.
“Citigroup and its Controlled Affiliates” means Citigroup Inc., a Delaware corporation, and its controlled Affiliates from time to time. For the avoidance of doubt, the term Citigroup and its Controlled Affiliates does not include (i) any of the companies or operations included within the joint venture between Morgan Stanley and Citigroup created pursuant to the Joint Venture Contribution and Formation Agreement dated as of January 13, 2009, and (ii) the New Securities Company, the Group Companies and (until the Closing) NCS.
“Closing” has the meaning set forth in Section 6.1.
“Closing Balance Sheet Negotiation Period” has the meaning set forth in Section 7.2.
“Closing Balance Sheets” has the meaning set forth in Section 7.1.
“Closing Date” has the meaning set forth in Section 6.1.
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“Confidential Information” has the meaning set forth in Section 10.11(a).
“Corporate Law” means the Corporation Law of Japan (Law No. 86 of 2005).
“Corporat |
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