Examples of SpinCo Group Member in a sentence
Citrix shall reimburse SpinCo (or its designee) for any Taxes any SpinCo Group member is required to pay or withhold with respect to any Citrix Post-Closing Compensation, following receipt by Citrix of SpinCo’s request for such payment and evidence reasonably satisfactory to Citrix of the payment of such Taxes by a SpinCo Group Member.
Each SpinCo Group Member and Direct Sale Transferred Subsidiary shall retain exclusive responsibility at and after the Distribution Effective Time for all Employee Agreements applicable to such SpinCo Group Member or Direct Sale Transferred Subsidiary.
Prior to the execution of the Merger Agreement, the Company provided to Parent a true and complete census (the “Employee Census”), as of the date provided, of all (i) employees of a SpinCo Group Member, (ii) employees of a Direct Sale Transferred Subsidiary, (iii) Automatically Transferring Tiger Employees, and (iv) Offer Employees, with each individual identified by name (where permitted by Applicable Law), employee identification number, employing entity, location, title and active or inactive status.
Parent shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by a Parent Group Member and SpinCo shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by a SpinCo Group Member.
SpinCo acknowledges and agrees that from and after the Distribution Date (a) no Viamet Group Member shall purchase or maintain, or cause to be purchased or maintained, any insurance policy for the protection of SpinCo or any SpinCo Group Member or any of their respective directors and officers, and (b) the SpinCo Group shall purchase insurance coverage sufficient to protect its interests.
Without limiting the generality of the foregoing, a SpinCo Group Member shall be designated as plan sponsor of each Business Plan from and after the Split Date or Plan Split Date, as applicable.
SpinCo shall, and SpinCo shall cause its respective Group Members and use its reasonable best efforts to cause its and their respective Representatives to, hold in confidence the confidential and proprietary Information of third Persons to which any SpinCo Group Member has access, in accordance with the terms of any agreements entered into prior to the Distribution between Viamet Group Members (whether acting through, on behalf of, or in connection with, the SpinCo Business) and such third Persons.
The transfer of employment from the Company to SpinCo or a SpinCo Group Member prior to or as of the Time of Distribution shall not be treated as a “status change” with respect to any SpinCo Participant under the Company Health and Welfare Plans.
Except as otherwise provided in this Agreement, each former employee of any member of the RemainCo Group or any member of the SpinCo Group as of the Employee Transfer Date will be considered a former employee of the RemainCo Group or the SpinCo Group based on his employer as of his last day of employment with any Parent Group Member or SpinCo Group Member.
SpinCo shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Document to be performed by any SpinCo Group Member.