H&N Business Employee definition

H&N Business Employee means any employee of Fermat or its Subsidiaries who is set forth on Section 1.1(d) of the Fermat Disclosure Schedule (by employee identification number and job title), which (a) shall be updated by Fermat prior to the Closing Date to reflect (i) terminations of employment, and employees hired or transferred to replace employees set forth on Section 1.1(d) of the Fermat Disclosure Schedule, in each case, as permitted by Section 5.3(b)(vi) and Section 5.3(b)(vii) and (ii) the addition of any employee as mutually agreed upon by the parties (it being understood that Fermat will consider in reasonable good faith any requests by Descartes, made in reasonable good faith at least forty-five (45) days prior to the Closing Date, to add employees who provide functional support to the H&N Business), and (b) is inclusive of each employee who, immediately prior to the Closing, is Related to the H&N Business. “H&N Business Material Adverse Effect” means any fact, change, circumstance, event, occurrence, condition, development, effect or combination of the foregoing that, individually or in the aggregate, is or could reasonably be expected to (a) be materially adverse to the business, properties, financial condition or results of operations of the H&N Business taken as a whole or (b) prevent or materially delay the consummation of the H&N Acquisition and the other transactions contemplated hereby; provided that no such event, effect or change resulting or arising from or in connection with any of the following matters shall be deemed by itself or by themselves, either alone or in combination, to constitute or contribute to a H&N Business Material Adverse Effect: (i) the general local, regional, national or international conditions in the industries or markets in which the H&N Business operates, including competition in any of the geographic areas in which the H&N Business operates; (ii) general political, economic, financial or capital market conditions (including the prevailing interest rates or credit markets, exchange rates or the prices of commodities or raw materials used in the H&N Business); (iii) any act of civil unrest, war, sabotage, cyber-attack or terrorism, including an outbreak or escalation of hostilities involving the United States or any other country or the declaration by the United States or any other country of a national emergency or war; (iv) any failure to meet internal or external budgets, forecasts, projections or predictions or analysts’ expecta...
Sample 1
H&N Business Employee means any employee of Fermat or its Subsidiaries who is set forth on Section 1.1(d) of the Fermat Disclosure Schedule (by employee identification number and job title), which (a) shall be updated by Fermat prior to the Closing Date to reflect (i) terminations of employment, and employees hired or transferred to replace employees set forth on Section 1.1(d) of the Fermat Disclosure Schedule, in each case, as permitted by Section 5.3(b)(vi) and Section 5.3(b)(vii) and (ii) the addition of any employee as mutually agreed upon by the parties (it being understood that Fermat will consider in reasonable good faith any requests by Descartes, made in reasonable good faith at least forty-five (45) days prior to the Closing Date, to add employees who provide functional support to the H&N Business), and (b) is inclusive of each employee who, immediately prior to the Closing, is Related to the H&N Business.
Sample 1

Examples of H&N Business Employee in a sentence

  • For each U.S. H&N Business Employee who becomes a Transferred H&N Business Employee, Fermat (or its applicable Subsidiary) shall pay any accrued unused vacation time, as of the Closing, on or timely following the Closing Date.

  • Descartes shall, with respect to each Transferred H&N Business Employee, establish flexible spending accounts for medical and dependent care expenses (the “Descartes FSA Accounts”), and shall credit such accounts with the amount credited as of the Closing Date under comparable accounts maintained under H&N Benefit Plans from the beginning of the plan year to the Closing Date.

  • Until the sixth anniversary of the Closing Date, Descartes or its Subsidiaries shall promptly provide written notice to Fermat of the termination of the employment with Descartes or its Subsidiaries of any Transferred H&N Business Employee as Fermat may reasonably require for the administration of the Fermat Equity Awards following the Closing Date.

  • Fermat shall, with respect to each Transferred H&N Business Employee, provide for the transfer of the account balances (whether positive or negative) under the H&N Benefit Plans that are medical and dependent care flexible spending accounts to the Descartes FSA Accounts effective as of the Closing Date.

  • From and after the Closing, Fermat and its Affiliates will assume or retain, as the case may be, and be solely responsible for and will fully perform, pay and discharge, in accordance with their terms, all Liabilities in respect of Transferred H&N Business Employees with respect to any stock option, restricted stock unit or other equity award granted to a H&N Business Employee under any Fermat Benefit Plan which is outstanding on the date of this Agreement (each, a “Fermat Equity Award”).

  • On or before the Closing, for each jurisdiction where the WARN Act applies, Fermat shall provide a list, by site of employment, of any and all employees of Fermat or any of its Subsidiaries located at any site of employment where a H&N Business Employee is based who, within ninety (90) days prior to the Closing, have experienced, or will experience, an employment loss or layoff as defined by the WARN Act (the “Fermat WARN List”).

  • Effective as of the Closing, Descartes shall establish, and Fermat shall reasonably cooperate with Descartes to establish, participation by the Transferred H&N Business Employees in a Descartes 401(k) Plan for the benefit of each Transferred H&N Business Employee who, as of immediately prior to the Closing, was eligible to participate in a Fermat 401(k) Plan.

  • With respect to any Delayed Transfer H&N Business Employee, Fermat shall use commercially reasonable efforts to make such Delayed Transfer H&N Business Employee available to Descartes to provide services to the H&N Business between the Closing Date and the date on which such Delayed Transfer H&N Business Employee transfers to Descartes (such date, the applicable “Delayed H&N Business Employee Transfer Date”).

  • As soon as practicable after the Closing Date, the Fermat 401(k) Plans shall, to the extent permitted by Section 401(k) of the Code, make distributions available to Transferred H&N Business Employees, and the Descartes 401(k) Plan shall accept any such distribution in cash as a rollover distribution if so directed by the Transferred H&N Business Employee.

  • Section 170D (c) – it is not clear why there is an exclusion for the “purposes of advertising any goods or services”.

Related to H&N Business Employee

  • Business Employee means any Person who is a present or former employee of Seller at any time prior to or on the Closing Date, and who provided or previously provided any services relating to the Business.

  • Business Employees has the meaning set forth in Section 4.10(a).

  • Transferred Employee has the meaning set forth in Section 6.01(a).

  • Company Employee means an employee of the Company or any of its Subsidiaries.

  • Seller Employees shall have the meaning ascribed thereto in Section 7.4(a) hereof.

  • Company Employees shall have the meaning set forth in Section 6.10(a).

  • Hired Employee has the meaning set forth in Section 6.1.6.

  • Transferred Employees has the meaning set forth in Section 6.4(a).

  • SpinCo Employee means any individual who, immediately following the Distribution Date, will be employed by Spinco or any member of the Spinco Group in a capacity considered by Spinco to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

  • Newly hired employee or “New Hire” means any employee, whether permanent, full-time, or part-time, hired by the Office and who is still employed as of the date of new employee orientation. It also includes all employees who are or have been previously employed by the Office and whose current position has placed them in the bargaining unit represented by CSEA. For those latter employees, for purposes of this article only, the “date of hire” is the date upon which the employees’ employment status changed as such that the employee was placed in the CSEA unit.

  • Retained Employee does not include any individual who has a direct or an indirect ownership interest of at least five percent (5%) in the profits, equity, capital, or value of the Taxpayer, or a child, grandchild, parent, or spouse, other than a spouse who is legally separated from the individual, of any individual who has direct or indirect ownership interest of at least five percent (5%) of the profits, equity, capital or value of the Company.

  • Contract employee means a probationary faculty employee or a grant- funded employee hired on a year-to-year basis in accordance with Education Code 87470.

  • U.S. Employee means a person who is an employee of the Company (or of any Subsidiary) for purposes of section 422 of the Code.

  • Group Business Entity means;

  • Continuing Employee has the meaning set forth in Section 6.7(a).

  • Hired Employees has the meaning set forth in Section 6.1(a).

  • Parent Employee means, a current employee of Parent or any of its Subsidiaries.

  • Ongoing employee means an employee who has been employed for at least one complete standard measurement period.

  • Company Employee Plans has the meaning set forth in Section 3.12(a).

  • Active Employee means a contributing member of the TRS who is employed by a public school and is not entitled to coverage under a plan provided under Insurance Code Chapter 1551 (Texas Em- ployees Group Benefits Act) or 1601 (State University Employees Uniform Insurance Benefits Act).

  • Active Employees means all employees employed on the Closing Date by Seller for its business who are employed exclusively in Seller’s business as currently conducted, including employees on temporary leave of absence, including family medical leave, military leave, temporary disability or sick leave, but excluding employees on long-term disability leave.

  • Foreign business entity means a foreign limited liability company, as defined in s. 183.0102 (8), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

  • Current Employee has the meaning set forth in Section 7.8(a).

  • Retained Employees has the meaning set forth in Section 6.1.1.

  • Owner-Employee means a Self-Employed Individual who is a partner and owns more than 10% of either the capital or profits interest of the partnership.

  • Current Employees has the meaning set forth in Section 6.4(a).