Transition Termination definition

Transition Termination means a Participant’s termination of employment by the Employer without Cause or by the Participant for Good Reason at or within 6 months following (i) a Divestiture or (ii) a Reorganization, and such Divestiture or Reorganization, as applicable, occurs on or before the second anniversary of Closing.
Transition Termination means a termination of employment by Executive no less than six months after any termination by the Chief Executive Officer of the Company, and following a determination by the Board (or its delegate) that Executive has satisfactorily fulfilled Executive’s obligations to the Company, as agreed to between Executive and the Board.

Examples of Transition Termination in a sentence

  • All waiting periods and pre-existing condition clauses shall be waived under the Zimmer Health and Welfare Plans for Active Zimmer Employees and their eligible dependents who were participating in the Xxxxxxx-Xxxxx Squibb Health and Welfare Plans before the Distribution Date or the Transition Termination Date, as applicable.

  • Except as otherwise agreed by Xxxxxxx-Xxxxx Squibb and Zimmer, Xxxxxxx-Xxxxx Squibb shall administer claims incurred under the Transition Health and Welfare Plans by Active Zimmer Employees which are submitted to Xxxxxxx-Xxxxx Squibb before the first anniversary of the Transition Termination Date and any determinations made or settlements entered into by Xxxxxxx-Xxxxx Squibb with respect to such claims shall be final and binding.

  • Effective as of the Transition Termination Date or such earlier date as Xxxxxxx-Xxxxx Squibb and Zimmer may mutually agree, Zimmer shall provide a Zimmer adoption assistance program to Active Zimmer Employees which is substantially similar in all material respects to the Xxxxxxx-Xxxxx Squibb Company Adoption Assistance Program.

  • Unless otherwise agreed to by the parties hereto, the Company shall not be required to issue and cede Transition GBO Policies in any amount in any jurisdiction after the Transition Termination Date for that jurisdiction; except with respect to any renewal or conversion policies issued by the Company as required by law after the Transition Termination Date arising directly or indirectly with respect to any Coinsured Policy previously reinsured under this Coinsurance Agreement.

  • Effective as of the Transition Termination Date or such other date as Xxxxxxx-Xxxxx Squibb and Zimmer may mutually agree, the Xxxxxxx-Xxxxx Squibb Company Adoption Assistance Program shall cease to provide reimbursement to any Active Zimmer Employees and any and all outstanding approved reimbursements shall be made by Zimmer.

  • Effective as of the Transition Termination Date or such earlier date as Xxxxxxx-Xxxxx Squibb and Zimmer may mutually agree, Zimmer shall provide a Zimmer educational assistance program to Active Zimmer Employees which is substantially similar in all material respects to the Xxxxxxx-Xxxxx Squibb Company Educational Assistance Tuition Aid Program.

  • In addition, any renewal or converted policies issued by the Company as required by law after the applicable Transition Termination Date arising directly or indirectly with respect to any policy previously reinsured under this Coinsurance Agreement shall constitute Transition GBO Policies and automatically and immediately be ceded under this Coinsurance Agreement.

  • In the event of a Covered Termination that is a Qualifying Transition Termination, the lump-sum cash amount payable under the Plan shall be the amount Executive would have been paid under the Plan if he had Retired from Service on November 30, 2022 and had an Income Payment Date of December 1, 2022 (the “Benefit Amount”), which amount shall not be subject to increase or decrease except as provided in Section 3.03.

  • From the Effective Date through the Transition Termination Date, GECM shall use commercially reasonable efforts to assist MCM in connection with it entering into new agreements with any information system, trading platform or similar service vendors of GECM, on terms as close as are reasonably obtainable to the existing terms of such contracts taking into account that MCM will be the sole party to such new agreements.

  • In no event shall the Company be required to underwrite or issue new policies, endorsements, riders, certificates and other contracts of insurance or annuity contracts after the Transition Termination Date.

Related to Transition Termination

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Employment Termination means the effective date of: (i) Executive’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Executive’s employment by the Company without Good Cause.

  • Transition Period means the period beginning with the Registration Date and ending as of the earlier of: (i) the date of the first annual meeting of stockholders of the Company at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Registration Date occurs; and (ii) the expiration of the “reliance period” under Treasury Regulation Section 1.162-27(f)(2).

  • Agreement Termination Date is defined in Section 7.4.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • Post-Termination Period means a period of 12 months (subject to extension as set forth in Section 8(f)) following the effective date of the termination of Executive’s employment.

  • Initial Termination Date has the meaning set forth in Section 8.2(a).

  • Normal Termination means termination of employment or service with the Company and Affiliates:

  • Complete Termination means a termination of the Fund's Rule 12b-1 plan for B-2 Shares involving the cessation of payments of the Distribution Fees, and the cessation of payments of distribution fees pursuant to every other Rule 12b-1 plan of the Fund for every existing or future B-Class-of-Shares (as hereinafter defined) and the Fund's discontinuance of the offering of every existing or future B-Class-of-Shares, which conditions shall be deemed satisfied when they are first complied with hereafter and so long thereafter as they are complied with prior to the earlier of (i) the date upon which all of the B-2 Shares which are Distributor Shares pursuant to Schedule I hereto shall have been redeemed or converted or (ii) May 31, 2005. For purposes of this Section 14.5, the term B-Class-of-Shares means each of the B-1 Class of Shares of the Fund, the B-2 Class of Shares of the Fund and each other class of shares of the Fund hereafter issued which would be treated as Shares under Schedule I hereto or which has substantially similar economic characteristics to the B-1 or B-2 Classes of Shares taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of the shares of such class. The parties agree that the existing C Class of Shares of the Fund does not have substantially similar economic characteristics to the B-1 or B-2 Classes of Shares taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares. For purposes of clarity the parties to this agreement hereby state that they intend that a new installment load class of shares which may be authorized by amendments to Rule 6(c)-10 under the 1940 Act will be considered to be a B-Class-of-Shares if it has economic characteristics substantially similar to the economic characteristics of the existing B-1 or B-2 Classes of Shares taking into account the total sale charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares and will not be considered to be a B-Class-of-Shares if it has economic characteristics substantially similar to the economic characteristics of the existing C Class of shares of the Fund taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.

  • Termination Period means the period of time beginning with a Change in Control and ending on the earlier to occur of:

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

  • Accretion Termination Date As defined in the Series Supplement.

  • Anticipated Termination Date Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c) of this Agreement.

  • Disability Termination means termination by the Company of the Executive’s employment by reason of the Executive’s incapacitation due to disability. The Executive will be deemed to be incapacitated due to disability if at the end of any month the Executive is unable to perform substantially all of the Executive’s duties under this Agreement in the normal and regular manner due to illness, injury or mental or physical incapacity, and has been unable so to perform for either (i) three consecutive full calendar months then ending, or (ii) 90 or more of the normal working days during the 12 consecutive full calendar months then ending. Nothing in this paragraph alters the Company’s obligations under applicable law, which may, in certain circumstances, result in the suspension or alteration of the foregoing time periods.

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.

  • Company Termination Fee has the meaning set forth in Section 7.3(a).

  • Effective Date of Termination means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein, which triggers the payment of Severance Benefits hereunder.

  • Partial Termination has the meaning set forth in the Section 6.3(a).

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Event of Termination has the meaning specified in Section 7.01.

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.