Employee Seller definition
Examples of Employee Seller in a sentence
In the event that Buyer exercises its Right of Offset against any Earnout Consideration in satisfaction of any indemnification claim against the non-Key Employee Sellers, the non-Key Employee Sellers and the Key Employees hereby agree that the non-Key Employee Sellers shall proportionately indemnify and reimburse the Key Employees to the extent that Buyer’s claims against each such non-Key Employee Seller have been set off against Earnout Consideration.
To the extent that any shares of common stock or other equity interests in any Transferred Subsidiary are currently held by a director, officer or employee of Seller or any of its Subsidiaries and such director, officer or employee will not be a Transferred Employee, Seller will use its reasonable best efforts to have such shares transferred, at Buyer’s direction, to a Person who will be a Transferred Employee.
The Employee Seller Consideration shall be allocated among the Employee Sellers as set out in Clauses 3.1.3 to 3.1.7 below.
In the event that Buyer does offer employment to a Seller Employee, Seller shall, at all times, remain solely liable for any and all obligations arising from any Seller Employee’s previous employment with Seller including, without limitation, any severance benefits due to such employee.
An offer or sale directly or indirectly of Validus Securities by the Employee Seller will be subject to the terms and provisions of this Agreement, the Validus Bye-laws and any employment agreement that such Employee Seller may be subject to and, in the absence of registration under the Securities Act, will require the availability of an exemption thereunder.
Effective as of the applicable Transition Date for each Transferred Employee, Seller shall take all actions necessary to transfer the (i) accrued benefit obligations for such Transferred Employee, as well as a proportionate share of assets, if any, whether in a trust or otherwise, related to such obligations and (ii) elections, including beneficiary and distribution elections associated with such Transferred Employee under the Seller SSRP to a nonqualified deferred compensation plan of Purchaser.
Notwithstanding the foregoing in this paragraph, with regard to the French EU Business Employee, Seller shall provide to Purchaser a copy of the French EU Business Employee’s contract of employment and other agreements relating to such employee at least seven (7) weeks prior to Closing Date.
Employee agrees to the following amendments to the Employment Agreement between Employee, Seller and Seller's bank subsidiary (the "Bank").
On or before the Transfer Date for each Subsequently Transferred Employee who is a Non-Represented Employee, Seller shall provide Buyer with the same information with respect to such Subsequently Transferred Employee.
Further, in the event that any employee or dependent of an employee of Seller or its Commonly Controlled Entities experiences a “qualifying event” as a result of the transactions contemplated by this Agreement, and such employee or dependent of an employee is not a Hired Employee, Seller shall comply with the COBRA Continuation Requirement with respect to such employee or dependent of an employee.