Former RemainCo Employee definition

Former RemainCo Employee has the meaning set forth in Section 2.2(b).
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Former RemainCo Employee means, as of the Distribution Date, any former employee of RemainCo or a Subsidiary of RemainCo, including individuals to whom long-term disability benefits are being paid under a RemainCo Benefit Plan and retired, deferred vested, nonvested and other terminated individuals, whose active employment with RemainCo or a Subsidiary of RemainCo has ended on or before the Distribution Date, and whose most recent active employment with RemainCo or a Subsidiary of RemainCo was employment by Hill-Rom, Inc., a Subsidiary of Hill-Rom, Inc. or another Subsidiary or former Subsidiary of RemainCo engaged in the RemainCo Core Business (as defined in the Distribution Agreement).
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Former RemainCo Employee means any Employee, Contractor or Director who (A) provides or provided services primarily for the benefit of the RemainCo Business and who either (i) terminates or has terminated his or her employment or other service relationship with any RemainCo Entity at any time (whether prior to, on or after the Effective Time), or (ii) terminates or has terminated his or her employment or other service relationship with any SpinCo Entity on or prior to the Effective Time, and (B) the Parties determine to be a Former RemainCo Employee. Former RemainCo Employees shall include, without limitation, those Employees, Contractors and Directors set forth on Exhibit A attached hereto. For the avoidance of doubt, any transfer of employment or other service relationship between the RemainCo Entities and/or the SpinCo Entities for purposes of effectuating the Internal Distribution and/or External Distribution shall not constitute a termination of employment or other service relationship for purposes of this definition. To the extent such designation is not readily made, the Parties agree to negotiate in good faith to agree upon a designation as a Former Shared Employee, Former RemainCo Employee or a Former SpinCo Employee.
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Examples of Former RemainCo Employee in a sentence

  • The SpinCo Group shall also be permitted to retain copies of all restrictive covenant agreements with any RemainCo Employee or Former RemainCo Employee in which any member of the SpinCo Group has a valid business interest.

  • Notwithstanding anything herein to the contrary, the RemainCo Pension Plan will retain all liabilities (if any) earned under the RemainCo Pension Plan in respect of any Former RemainCo Employee, and the SpinCo Pension plan will assume and retain all liabilities (if any) earned under the RemainCo Pension Plan in respect of any Former SpinCo Employee.

  • A RemainCo Employee or Former RemainCo Employee shall not make or receive contributions under the SpinCo U.S. Thrift Plan unless any such RemainCo Employee or Former RemainCo Employee shall become employed by any member of the SpinCo Group on and after the effective date of the SpinCo U.S. Thrift Plan and such member participates in the SpinCo U.S. Thrift Plan.

  • In the event it cannot be determined prior to the Employee Transfer Date whether an individual with a remaining benefit under the RemainCo Annuity Contract is a Former SpinCo Employee or beneficiary or alternate payee of such person, on the one hand, or a Former RemainCo Employee or beneficiary or alternate payee of such person, on the other hand, then such individual shall be deemed to be a Former SpinCo Employee for purposes of this Section 5.5.

  • A RemainCo Employee or Former RemainCo Employee shall not make or receive contributions under the SpinCo Canada Thrift Plan unless any such RemainCo Employee or Former RemainCo Employee shall become employed by any member of the SpinCo Group on and after the effective date of the SpinCo Canada Thrift Plan and such member participates in the SpinCo Canada Thrift Plan.

  • Without limiting the generality of the foregoing, in no event shall any RemainCo Employee, Former RemainCo Employee, RemainCo Participant, Former Shared Employee, SpinCo Employee, Former SpinCo Employee or SpinCo Participant (or any dependent, beneficiary or alternate payee of any of the foregoing) have any third-party rights under this Agreement.

  • All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a RemainCo Employee, Former RemainCo Employee or Former Shared Employee that results from an accident occurring, or from an occupational disease which becomes manifest (collectively, “Workers’ Comp Liabilities”) before, as of or after the Effective Time, shall be retained by and be obligations of RemainCo or its insurers.

  • SpinCo shall cause the SpinCo 401(k) Plan to retain the accounts (including any promissory notes related to outstanding participant loans) and assets attributable to any Former SpinCo Employee, any Former RemainCo Employee and any Former Shared Employee, in any case, whose employment or service terminated prior to the Distribution Date.

  • Furthermore, nothing in this Agreement is intended to or shall confer upon any SpinCo Employee, Former SpinCo Employee, Former Shared Employee, RemainCo Employee or Former RemainCo Employee any right to continued employment or service, or any recall or similar rights to an individual on layoff or any type of approved leave.

  • A RemainCo Employee or Former RemainCo Employee shall not make or receive contributions under the SpinCo Retirement Plan unless any such RemainCo Employee or Former RemainCo Employee shall become employed by any member of the SpinCo Group on and after the effective date of the SpinCo Retirement Plan and such member participates in the SpinCo Retirement Plan.


More Definitions of Former RemainCo Employee

Former RemainCo Employee means, as of the Distribution Date, any former employee of RemainCo or a Subsidiary of RemainCo, including individuals to whom long-term disability benefits are being paid under a RemainCo Benefit Plan and retired, deferred vested, nonvested and other terminated individuals, whose most recent active employment with RemainCo or a Subsidiary of RemainCo was employment by Hill-Rom, Inc. or a Subsidiary of Hill-Rom, Inc. and whose active employment with RemainCo or a Subsidiary of RemainCo has ended on or before the Distribution Date.
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Related to Former RemainCo Employee

  • SpinCo Employee has the meaning set forth in the Employee Matters Agreement.

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

  • 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:

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

  • 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.

  • Business Employee means any individual employed by Seller in or in connection with the Business.

  • Company Employee means an employee of the Company or an employee of a Subsidiary of the Company, if any.

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

  • 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.

  • Former Employee means an individual who has severed employment with the Employer or an Affiliated Employer.

  • Retired employee means an employee of the state who retired after April 29, 1971,

  • 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.

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

  • Service employee, means any person engaged in the performance of this contract other than any person employed in a bona fide executive, administrative, or professional capacity, as these terms are defined in Part 541 of Title 29, Code of Federal Regulations, as revised. It includes all such persons regardless of any contractual relationship that may be alleged to exist between a Contractor or subcontractor and such persons.

  • Excluded Employee means an employee as defined in section 3527, subd. (b) of the Government Code (Ralph C. Dills Act) except those excluded employees who are designated managerial pursuant to section 18801.1 of the Government Code.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • 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.

  • Non-Employee means a consultant, adviser, service provider, Controlling Shareholder or any other person who is not an Employee.

  • Public employer means the State of Oregon, and the following political subdivisions:

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

  • Relevant Employee means the Previous Contractor Employees, the Previous Contractor Third Party Employees and Previous Contractor Sub-contractor Employees;

  • Inactive Employee means an employee who is not actively at work due to approved leave of absence, short-term disability leave or military leave.

  • Company Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "employee benefit plan," within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to, or required to be contributed to, by the Company or any Affiliate for the benefit of any Employee, or with respect to which the Company or any Affiliate has or may have any liability or obligation;

  • Casual Employee means an employee who has no set hours or days of work and who is normally asked to work as and when required.

  • School employee means (1) a teacher, substitute teacher, school administrator, school superintendent, guidance counselor, psychologist, social worker, nurse, physician, school paraprofessional or coach employed by a local or regional board of education or working in a public elementary, middle or high school; or (2) any other individual who, in the performance of his or her duties, has regular contact with students and who provides services to or on behalf of students enrolled in a public elementary, middle or high school, pursuant to a contract with the local or regional board of education.

  • Parent Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "EMPLOYEE BENEFIT PLAN," within the meaning of Section 3(3) of ERISA which is maintained, contributed to, or required to be contributed to, by Parent or any Affiliate for the benefit of any Parent Employee;