Spinco Former Employee definition

Spinco Former Employee means a Former Employee who was primarily employed or engaged in the SpinCo Business immediately prior to such individual’s termination of employment.
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Spinco Former Employee shall have the meaning set forth in the Employee Matters Agreement.
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Spinco Former Employee means (i) an individual whose employment with any member of the Remainco Group or Spinco Group terminated prior to the Distribution, and immediately prior to such termination provided services primarily to the Spinco Business; and (ii) each Inactive Employee who does not become a Spinco Transferred Employee on or before the date which is twelve (12) months following the Distribution Date. “Spinco Group” shall have the meaning set forth in the Separation Agreement. “Spinco Labor Agreement” means any agreement with any Employee Representative Body to which Remainco or a member of the Remainco Group, or Spinco or a member of the Spinco Group, is a party or bound that pertains to any Spinco Employees. “Spinco Liabilities” shall have the meaning set forth in the Separation Agreement. “Spinco Transferred Employee” shall have the meaning set forth in Section 1.1(b)(i). “Spinco Unit Transfer” has the meaning set forth in Recitals. “Spinco Units” shall have the meaning set forth in the Merger Agreement. “Subsidiary” shall have the meaning set forth in the Separation Agreement. “Tax” shall have the meaning set forth in the Tax Matters Agreement. “Tax Matters Agreement” shall have the meaning set forth in the Separation Agreement. “Trading Day” shall mean the period of time during any given day, commencing with the determination of the opening price on the NYSE and ending with the determination of the closing price on the NYSE, in which trading and settlement in Remainco Ordinary Shares or Merger Partner Common Stock are permitted on the NYSE. “Transaction Documents” shall have the meaning set forth in the Separation Agreement. “Upfront Cash Award Payment” shall have the meaning set forth in the Separation Agreement.
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Examples of Spinco Former Employee in a sentence

  • Furthermore, unless expressly provided for in this Agreement, the Distribution Agreement or in any other Transaction Agreement or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerated vesting or entitlements under any Benefit Plan on the part of any Harbor Retained Employee, Harbor Former Employee, Spinco Former Employee, Spinco Group Employee or Voyager Employee.

  • As of the Separation Effective Time, Spinco shall Assume all Liabilities for severance payable to any Spinco Employee or Spinco Former Employee.

  • Remainco and Remainco Group shall retain all Liabilities related to or arising with respect to the Remainco Employees, Spinco Employees who are not Spinco Transferred Employees, and any former employee of the Remainco Group who is not a Spinco Former Employee.

  • Effective as of the Distribution Effective Time, Spinco shall Assume all Liabilities for (i) severance payable to any Spinco Transferred Employee, and (ii) severance payable to any Spinco Former Employee; provided that any such severance paid following the date hereof shall be subject to Section 4.2 of the Merger Agreement.


More Definitions of Spinco Former Employee

Spinco Former Employee shall have the meaning set forth in the Employee Matters Agreement. “Spinco Group” means (a) with respect to any period prior to the Distribution Effective Time, Spinco and each of its Subsidiaries (but after giving effect to the Separation and the Distribution) and (b) with respect to any period following the Distribution Effective Time, Spinco, each of its Subsidiaries and each other Entity that becomes a Subsidiary of Spinco. “Spinco Indebtedness” means, as of immediately prior to the Merger Effective Time, the sum of (a) the Indebtedness of the members of the Spinco Group and (b) the Indebtedness included in the Spinco Liabilities as calculated in accordance with the Spinco Transaction Accounting Principles excluding any Remainco Retained Liabilities and after giving effect to the Separation and the release of any guarantees occurring at or substantially simultaneously with the Distribution Effective Time; provided that the Spinco Indebtedness shall not include any of the Indebtedness relating to the Financing. Notwithstanding anything to the contrary contained in this Agreement,
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Spinco Former Employee means any individual who is, immediately before the Distribution Date, a former employee of any member of the Spinco Group who has not been an employee of any member of the Company Group since his or her most recent active employment with any member of the Spinco Group.
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Related to Spinco Former Employee

  • Former Employee means all individuals (including common law employees, independent contractors and individual consultants) who were employed or engaged by the Company in connection with the Business but who are no longer so employed or engaged on the date hereof.

  • 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).

  • Former Employees means Former Parent Group Employees and Former SpinCo Group Employees.

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

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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.

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

  • RemainCo shall have the meaning set forth in the Preamble.

  • Public employee means an individual holding a position by appointment or employment in the government of this state, in the government of 1 or more of the political subdivisions of this state, in the public school service, in a public or special district, in the service of an authority, commission, or board, or in any other branch of the public service, subject to the following exceptions:

  • 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.

  • 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.

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

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

  • Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.

  • SpinCo shall have the meaning set forth in the Preamble.

  • Welfare Plans shall have the meaning set forth in Section 3.2.4.

  • Other employee means an individual employed by a primary owner who is not authorized to provide proposition player services. “Other employee” does not include any owner, any supervisor, or any officer or director of a primary owner that is a corporation. An individual registered or licensed, as an “other employee” may not function as a player unless and until that individual applies for and obtains registration or licensure as a player.

  • Returning Employees means those persons listed in a schedule to be agreed by the Parties prior to the end of the Contract Period who it is agreed were employed by the Contractor (and/or any Sub-Contractor) wholly or mainly in the supply of the Services immediately before the end of the Contract Period.

  • Qualifying Employee means any employee of Managing Agent or Parent or any of their respective subsidiaries who is and has been an employee of Managing Agent or Parent or any of their respective subsidiaries for at least thirty-six (36) months.

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

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