Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such other Person. For the purposes of this definition, 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, and the terms controlling and controlled have meanings correlative to the foregoing. Notwithstanding any provision of this Agreement to the contrary (except where the relevant provision states explicitly to the contrary), no member of the VF Group, on the one hand, and no member of the Kontoor Brands Group, on the other hand, shall be deemed to be an Affiliate of the other.
Agreement has the meaning set forth in the preamble.
Applicable Law means, with respect to any Person, any federal, state, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, directive, guidance, instruction, direction, permission, waiver, notice, condition, limitation, restriction or prohibition or other similar requirement enacted, adopted, promulgated, imposed, issued or applied by a Governmental Authority that is binding upon or applicable to such Person, its properties or assets or its business or operations.
Business Day means any day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close.
Distribution means the distribution to the holders of the issued and outstanding shares of common stock, without par value and stated capital of $0.25 per share, of VF (the VF Common Stock) as of the Record Date, by means of a pro rata dividend, 100% of the issued and outstanding shares of common stock, without par value, of Kontoor Brands (the Kontoor Brands Common Stock), on the basis of one share of Kontoor Brands Common Stock for every seven then issued and outstanding shares of VF Common Stock.
Distribution Date means May 22, 2019, the date on which the Distribution shall be effected.
Distribution Documents means this Agreement and any other agreement entered between certain members of the VF Group and certain members of the Kontoor Brands Group in connection with the Restructuring and/or Distribution, including, for the avoidance of doubt, the Separation and Distribution Agreement, a transition services agreement, a tax matters agreement, an employee matters agreement, certain commercial agreements, certain shared facilities agreements and any other agreements, instruments or certificates related thereto or to the transactions contemplated by the Separation and Distribution Agreement.