Terminating Employee definition

Terminating Employee means an Employee of Vornado or any of its Affiliates whose employment is not intended to be continued by Vornado or any of its Affiliates following the Effective Time and is not assigned to a member of the Newco Group, and whose employment is involuntarily terminated by Vornado as of or following the Effective Time.

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Terminating Employee means any employee of the DevCo Group whose employment is terminated prior to the Effective Time.

Terminating Employee means an individual who is either a Terminating Cousins Employee or a Terminating Parkway Employee.

Examples of Terminating Employee in a sentence

The Company shall take such other actions in furtherance of terminating such Terminating Employee Plan(s) as Parent may reasonably require.
Unless Parent provides such written notice to the Company, the Company shall provide Parent with evidence that such Terminating Employee Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Company’s Board of Directors or other authorized actions.
Furthermore, unless expressly provided for in this Agreement or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting or entitlements to any compensation or benefit plan on the part of a Continuing Employee, Terminating Employee, or Transferring Employee.
The Company also shall take such other actions in furtherance of terminating such Terminating Employee Plan(s) as Parent may reasonably require.
Effective as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the respective stockholders thereof, each Company Option (or portion thereof and whether vested or unvested) held by a Non-Continuing Employee who is also a Voluntary Terminating Employee that is outstanding as of immediately prior to the Effective Time shall be immediately cancelled without the payment of any consideration therefor.

More Definitions of Terminating Employee

Terminating Employee has the meaning set forth in Section 2.3(d).

Terminating Employee means those two Employees listed on Schedule 1.1 who shall be terminated prior to the Effective Time.

Terminating Employee means an Employee who is not a Transferring Employee;

Terminating Employee means each of (1) any non-executive director of the Company as of immediately prior to the Closing, (2) any Covered Company Executive designated by Parent or Buyer as a “Terminating Employee” in a written notice delivered by Parent or Buyer to the Company no later than forty-five (45) days following the date hereof and (3) any additional Company Service Provider terminated at or immediately following the Closing as designated by Parent, Buyer or their respective Affiliates; provided, however, Parent and Buyer shall use reasonable best efforts to include all Company Service Providers who will be Terminating Employees on the written notice contemplated by this Section 2.03(a)(i) at the time of delivery and shall provide notice to the Company of the planned designation of any additional Terminating Employees as soon as reasonably practicable. For any Terminating Employee who is not a non-executive director of the Company, Parent shall, or shall cause its applicable Affiliate (which shall include, following the Closing, the Company and the Company Subsidiaries) to, terminate the employment and service of each Terminating Employee effective as of immediately following the Closing (or, if such termination of one or more Terminating Employees would not be permitted under applicable Laws or the employment or service agreement with such Terminating Employee(s) to take effect as of immediately following the Closing, then Parent shall, or shall cause its applicable Affiliate (which shall include, following the Closing, the Company and the Company Subsidiaries) to, terminate the employment and service of such Terminating Employee(s) effective as soon as such termination would be permitted). No Terminating Employee shall constitute a Continuing Employee for purposes of this Agreement.

Terminating Employee shall have the meaning given in Clause 5.7; “Transfer Agreements” means the agreements entered into between the Company and the Council to transfer the Properties and the Business to the Company; and “Value Added Tax” shall have the meaning given in the Value Added Tax Act 1994 and shall include any similar tax whether in substitution thereof or in addition thereto.

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Terminating Employee means any employee of Company who will not be a Continuing Employee and whose employment will be terminated immediately prior to or after the Closing Date.