Spinco Transferred Employee definition

Spinco Transferred Employee shall have the meaning set forth in Section 2.1(b)(i) below.
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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.
Sample 1Sample 2
Spinco Transferred Employee. 8 Section 1.100 “Subsidiary” 8 Section 1.101 “Substituted RMT Partner Incentive Awards” 8 Section 1.102 “Tax” 8 Section 1.103 “Trading Day” 8 Section 1.104 “Transferred Benefits” 8 Section 1.105 “Transfer Regulations” 8 Section 1.106 “True-Up Amount” 8 Section 1.107 “True-Up Date” 8 Section 1.108 “UAE Spinco Employee” 9 Section 1.109 “US Spinco Employee” 9 Section 1.110 “US Spinco Transferred Employee” 9 Section 1.111 “WTW” 9 ARTICLE II ASSIGNMENT OF EMPLOYEES AND EMPLOYEE LIABILITIES 9 Section 2.1 Transfer of Employees 9 Section 2.2 Remainco Indemnities in Respect of the Transfer of Employment 11 Section 2.3 Employee Liabilities; Severance 12 ARTICLE III PAY AND BENEFITS 13 Section 3.1 In General 13 Section 3.2 Severance 14 Section 3.3 Participation in Remainco Benefit Arrangements 14 Section 3.4 Participation in Spinco Benefit Arrangements 15 Section 3.5 General Enrollment into RMT Partner Benefit Arrangements 15 Section 3.6 Paid Time Off 16 Section 3.7 Cooperation 16 ARTICLE IV CASH AND EQUITY INCENTIVE COMPENSATION PLANS 16 Section 4.1 Cash Incentives 16 Section 4.2 Equity Awards 17 TABLE OF CONTENTS (continued) Page ARTICLE V U.S. PENSION PLAN 20 Section 5.1 Pension Plan Spinoff and Related Asset Transfer 20 ARTICLE VI U.S. DEFINED CONTRIBUTION PLANS 23 Section 6.1 U.S. Defined Contribution Plans 23 ARTICLE VII U.S. NON-QUALIFIED DEFERRED COMPENSATION PLANS 23 Section 7.1 U.S. Non-Qualified Deferred Compensation Plan 23 ARTICLE VIII U.S. RETIREE HEALTH, DENTAL AND LIFE BENEFITS 24 Section 8.1 US Retiree Health, Dental and Life Benefits 24 ARTICLE IX FLEXIBLE SPENDING ACCOUNTS 25 Section 9.1 Flexible Spending Accounts 25 ARTICLE X MISCELLANEOUS 26 Section 10.1 Entire Agreement; Counterparts; Exchanges by Facsimile 26 Section 10.2 No Modifications 26 Section 10.3 Ancillary Agreements 26 Section 10.4 Relation to Other Documents 26 Section 10.5 Legal Requirements; Confidentiality Agreement 27 Section 10.6 Notices 27 Section 10.7 Waiver 28 Section 10.8 Assignment 29 Section 10.9 Termination 29 Section 10.10 Amendment 29 Section 10.11 Subsidiaries 29 Section 10.12 Third-Party-Beneficiaries 29 Section 10.13 Governing Law; Jurisdiction; Specific Performance; Remedies 29 Section 10.14 Severability 30 Section 10.15 No Double Recovery 30 Section 10.16 Construction 30 EMPLOYEE MATTERS AGREEMENT This Employee Matters Agreement (this “Agreement”) is entered into as of February 15, 2021 (the “Agreement Effective Date”), by and among: (i) Rexnord Corporation, a Delaw...
Sample 1

Examples of Spinco Transferred Employee in a sentence

  • 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 shall provide to RMT Partner, at the time Remainco provides the final Spinco Employee Schedule set forth in Section 2.1(a)(ii), a list of each Spinco Transferred Employee who participates in the Remainco Deferred Compensation Plan (each Spinco Transferred Employee who is a participant in the Remainco Deferred Compensation Plan immediately prior to the Distributions, a “Spinco DCP Participant”).

  • RMT Partner shall, or shall cause a member of Spinco Group or RMT Partner Group, to maintain the Spinco FSA for the remainder of the calendar year in which the Effective Time occurs for each Spinco Transferred Employee who, in the portion of the calendar year on or prior to the Distribution Date, contributed to the Remainco FSA (the “FSA Participants”).

  • Merger Partner shall, or shall cause the applicable member of the Merger Partner Group (or a Spinco EOR) to, provide each Spinco Transferred Employee covered by a Spinco Labor Agreement with compensation and employee benefits at the level required by and in compliance with the applicable Spinco Labor Agreement.

  • Except as otherwise required by applicable Law, effective as of the Distribution Effective Time, (a) each member of the Spinco Group, to the extent applicable, shall cease to be a participating employer in any Remainco Benefit Arrangement; and (b) each Spinco Transferred Employee (other than each Inactive Employee) shall cease to participate in, be covered by, accrue benefits under or be eligible to contribute to any Remainco Benefit Arrangement.

  • In addition, nothing in this Agreement shall be deemed to prohibit or restrict any member of the Merger Partner Group (or a Spinco EOR) from terminating the employment of any Spinco Transferred Employee following the Distribution Effective Time.

  • Each Remainco RSU held by a Spinco Transferred Employee immediately prior to the Separation Effective Time shall be converted into, or substituted with, an award of a number of RMT Partner restricted stock units (each, an “RMT Partner RSU”) determined by dividing the number of shares of Remainco Common Stock subject to each Remainco RSU by the RMT Partner Ratio.


More Definitions of Spinco Transferred Employee

Spinco Transferred Employee. 8 Section 1.100 “Subsidiary” 8 Section 1.101 “Substituted RMT Partner Incentive Awards” 8 Section 1.102 “Tax” 8 Section 1.103 “Trading Day” 8 Section 1.104 “Transferred Benefits” 8 Section 1.105 “Transfer Regulations” 8 Section 1.106 “True-Up Amount” 8
Sample 1

Related to Spinco Transferred Employee

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

  • SpinCo Employee means any individual who, as of the Effective Time, is employed by or will be employed by Spinco or any member of the Spinco Group, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short- or long-term disability leave, leave under the Family Medical Leave Act and other approved leave).

  • Transferred Employees has the meaning set forth in Section 6.4(a).

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

  • Company Employee means any current or former employee, independent contractor or director of the Company or any Company Affiliate.

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

  • Transferring Employee means an employee at the airport who timely transfers to the regional authority by the transfer date.

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

  • Company Employees shall have the meaning set forth in Section 6.10(a).

  • RemainCo shall have the meaning set forth in the Preamble.

  • 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.

  • 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.