Spinco Former Employee definition

Spinco Former Employee means a Former Employee who was primarily employed or engaged by the SpinCo Group immediately prior to such individual’s termination of employment.
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Spinco Former Employee means (i) an employee of any of the Spinco Entities at any time prior to the Distribution whose employment with the applicable Spinco Entity terminates before the Distribution (and who is not actively employed by any of the Harbor Entities as of the Distribution), and (ii) an employee of any of the Harbor Entities at any time prior to the Distribution whose employment with the applicable Harbor Entity terminates before the Distribution (and who is not actively employed by any of the Spinco Entities as of the Distribution) who provided services primarily to the Spinco Business while employed.
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Spinco Former Employee shall have the meaning set forth in the Employee Matters 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.

  • 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.

  • 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.

  • No Spinco Benefit Arrangement provides, and, with respect to the Spinco Employees, the members of the Spinco Group are not obligated to provide, or have an obligation to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Spinco Employee or any Spinco Former Employee, except as may be required by COBRA or other applicable Law.

  • Effective as of the Equity Sale Closing 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 5.2 of the Merger Agreement.


More Definitions of Spinco Former Employee

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 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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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 shall have the meaning set forth in the Employee Matters Agreement. “Spinco Group” means (a) with respect to any period prior to the Equity Sale Closing Time, Spinco and each of its Subsidiaries (but after giving effect to the Separation) and (b) with respect to any period following the Equity Sale Closing 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 Closing, 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 Closing; 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, the term “Spinco Indebtedness” shall not include (i) trade payables or other amounts reflected in the Spinco Estimated Closing Net Working Capital or the Spinco Final Closing Net Working Capital, (ii) endorsements of negotiable instruments for collection in the ordinary course of business, (iii) obligations with respect to the unpaid portion of any royalty payments arising out of the Sony License Agreement, (iv) obligations relating to any jackpot Liabilities or obligations relating to Credit Support Instruments (including those Liabilities relating to or arising from Existing Spinco Credit Support Instruments), to the extent the related Credit Support Instruments are undrawn, (v) obligations related to any lease that is accounted for as an operating lease in the Spinco Business Financial Statements, (vi) obligations that are guaranteed, endorsed or assumed by, or subject to a contingent obligation of, any of the members of the Remainco Group (to the extent related to a Remainco Retained Liability), (vii) any other obligations which the Spinco Transaction Accounting Principles provide shall not constitute Indebtedness, in each case, calculated in accordance with the Spinco Transaction Accounting Principles and in the same format set forth on Schedule 1.1(l) or (viii) any Liabilities relating to the Financing, including the New Debt. “Spinco Insurance Policies” shall have the meaning set forth in Section 4.10(b). “Spinco Initial Post-Clo...
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Spinco Former Employee shall have the meaning set forth in the Employee Matters Agreement. “Spinco Group” shall have the meaning set forth in the Separation Agreement. “Spinco Information Security Program” means a written information security program that complies with applicable Privacy Laws, that when appropriately implemented and maintained would constitute reasonable security procedures and practices appropriate to the nature of Personal
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Related to Spinco Former Employee

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

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

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

  • 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 individual employed by Seller in or in connection with 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 an employee performing services under a PEO services contract or temporary help services contract.

  • 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.

  • 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.

  • Seller Employee Plan means any plan, program, policy, practice, Contract 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, unwritten or otherwise, funded or unfunded, including each "employee benefit plan," within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan), that is or has been maintained, contributed to, or required to be contributed to, by the Seller or any Seller Affiliate for the benefit of any Seller Employee, or with respect to which the Seller or any Seller Affiliate has or may have any liability or obligation, except such definition shall not include any Seller Employee Agreement.

  • 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.