Transferred Company Employees definition

Transferred Company Employees as defined in Section 7.5(a)(ii)(y).
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Transferred Company Employees means all individuals who are employed by the Transferred Companies, whether or not active and (z) “Transferred Asset Employees” shall mean each of the following:
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Transferred Company Employees is defined in Section 4.6(a).
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Examples of Transferred Company Employees in a sentence

  • Parent shall treat and cause its applicable benefit plans to treat the service of Transferred Company Employees with the Company or any subsidiary of the Company prior to the Effective Time as service rendered to Parent or any affiliate of Parent for purposes of eligibility to participate and vesting in Parent benefit plans, including applicability of minimum waiting periods for participation.

  • The Seller Parties shall provide the Purchaser in writing Schedule 7.5(a) setting forth as of the date of this Agreement all persons who are Transferred Company Employees and who, as of such date, constitute Transferred Asset Employees.

  • Transferred Company Employees shall continue to be employed by the Transferred Companies as of, and immediately after, the Closing, in accordance with the terms set forth in this Section 7.5.

  • Transferred Company Employees and Transferred Asset Employees are collectively, together with former employees of the Transferred Companies and any current or former independent contractors of the Transferred Companies, referred to as the “Combined Business Employees”.

  • Prior to the Closing, the Seller Parties and the Purchaser shall cooperate in good faith to identify those individuals who provide services in connection with the Transferred Assets, but who are not Transferred Company Employees or Active Business Transferred Employees.

  • To the extent that current or former Canadian Transferred Company Employees have account balances under the Parent Canadian Plans, prior to or as soon as reasonably practicable after the Closing Date, Parent shall, or shall cause the appropriate Affiliate to, take all action required or appropriate to transfer to the appropriate New Canadian Plan the account balances and liabilities under the corresponding Parent Canadian Plan of all such current and former Canadian Transferred Company Employees.

  • On and after the Closing, Purchaser shall assume all liabilities of Parent and its Affiliates in respect of the Parent Canadian Plans with respect to current and former Canadian Transferred Company Employees.

  • Following the Closing Date (and at least two weeks prior to the payment date for any Retention Payment), Parent shall provide Purchaser with a retention payment spreadsheet(s) setting forth (i) the names of the Transferred Company Employees eligible for Retention Payments under the applicable Retention Arrangements, (ii) the amount(s) of any such retention payment, (iii) the date of payment thereof and (iv) whether a release of claims is required (the “Retention Spreadsheet”).

  • Transferred Company Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Closing Date occurs to the extent that, following the Closing Date, they participate in any plan of Parent or subsidiaries of Parent for which deductibles and co-payments are requested (subject to the terms and conditions of such plans and the cooperation of Parent's insurance carriers).

  • No later than March 31, 2008, Parent shall provide Purchaser with a Pre-Closing Bonus payment spreadsheet setting forth (i) the names of the eligible Transferred Company Employees, (ii) the Pre-Closing Bonuses and (iii) the date of payment thereof (the “Pre-Closing Bonus Spreadsheet”).


More Definitions of Transferred Company Employees

Transferred Company Employees has the meaning set forth in Section 5.7(d)(iii)(1). “Transferred Company U.S. Employees” means the Purchaser Hired Company U.S. Employees and the Seller Transferred Company U.S. Employees. “Transferred Company Non-U.S. Employees” has the meaning set forth in Section 5.7(d)(iii)(1). “Transferred Licensed Intellectual Property” means the Licensed Intellectual Property primarily used in the conduct and operations of the Business as presently conducted and operated. “Transferred Material Contracts” means all Material Contracts other than the Business IP Agreements. “Transferred Owned Intellectual Property” means, with respect to a Party (or a Relevant Group), all Owned Intellectual Property primarily used in the conduct or operation of its Business as presently conducted and operated, including the Transferred Patents, the Transferred Patents Subject to Reversion, the Transferred Owned Software and the Transferred Trademarks. “Transferred Owned Software” means, with respect to a Party (or a Relevant Group), the Owned Software that is used primarily in the conduct or operation of its Business as presently conducted and operated. “Transferred Patents” means, with respect to a Party (or a Relevant Group), those Patents owned or held, directly or indirectly, by it or its Affiliates that are primarily used in the conduct or operation of its Business as presently conducted and operated. “Transferred Patents Subject to Reversion” means, with respect to a Party (or a Relevant Group), those Patents owned or held, directly or indirectly, by it or its Affiliates that are primarily used in the conduct or operation of its Business as presently conducted and operated and are subject to reversionary rights of the inventor(s). “Transferred Subsidiaries” means, (a) with respect to the Seller Group, (i) Texas Seismic Rentals, Inc., (ii) ASR, (iii) ION Exploration Holdings S.a x.x., (iv) ARAM Systems Corporation, (v) ARAM Systems Inc., (vi) ARAM Systems Middle East, (vii) ARC and (viii) CIS Subsidiary; and (b) with respect to the Purchaser Group, Purchaser Holdco. “Transferred Trademarks” means, with respect to a Party (or a Relevant Group), those Trademarks owned or held, directly or indirectly, by it or its Affiliates that are used primarily in the conduct or operation of its Business as presently conducted and operated. “Transferred Warranting Party U.S. Plan” has the meaning set forth in Section 3.18(a)(ii). “U.S.” means United States of America. “U.S. Business Employee” me...
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Transferred Company Employees has the meaning ascribed to such term in Section 7.10(c).
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Transferred Company Employees means (i) all active employees of the Transferred Companies as of immediately prior to the Closing that reside in Puerto Rico or the U.S. Virgin Islands and (ii) all employees of the Transferred Companies as of immediately prior to the Closing that reside in Puerto Rico or the U.S. Virgin Islands and that are on maternity or paternity leave, educational leave, short-term disability, military leave with veteran’s reemployment rights under federal Law, leave under the Family Medical Leave Act of 1993, or any other approved leave of absence. Transferred Company Employees shall include all employees of Sellers and their Affiliates transferred to the Transferred Companies pursuant to Section 6.6, but shall exclude all Retained Employees.
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Transferred Company Employees has the meaning set forth in Section 5.7(d)(iii)(1).
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Transferred Company Employees shall have the meaning set forth in Section 4.2(l).
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Related to Transferred Company Employees

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

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

  • Business Employees has the meaning set forth in Section 4.10(a).

  • Seller Employees shall have the meaning ascribed thereto in Section 7.4(a) hereof.

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

  • Company Employee Plans has the meaning set forth in Section 3.12(a).

  • 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.

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

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

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Former Employees means Former Parent Group Employees and Former SpinCo Group Employees.

  • 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;

  • Retained Employees has the meaning set forth in Section 6.1.1.

  • Current Employees has the meaning set forth in Section 5.6(a).

  • Management Company Employee means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities;

  • Union Employees has the meaning set forth in Section 6.12(a).

  • Company Employee Agreement means each management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other Contract between: (a) any of the Company Entities or any Company Affiliate; and (b) any Company Associate, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Company Entity or any Company Affiliate to make any severance, termination, change in control or similar payment or to provide any benefit.

  • Hired Employees shall have the meaning set forth in Section 7.5(a).

  • Transferring Employees means employees of the Incumbent Contractor who are wholly or mainly assigned to work in the provision of the Service and who are subject of a Relevant Transfer to the Contractor by virtue of the application of the TUPE Regulations.

  • Excluded Employees has the meaning set forth in Section 14.1.

  • Continuing Employees shall have the meaning set forth in Section 6.9(a).

  • Affected Employees means those employees who are exposed to the hazard(s) identified as a violation(s) in a citation.

  • Company Plans shall have the meaning set forth in Section 3.14(a).

  • Seller Plans has the meaning set forth in Section 3.13(a).

  • Seller Plan means any Employee Benefit Plan that is maintained or sponsored by the Seller or any Subsidiaries of the Seller (other than the Companies and their Subsidiaries) for the benefit of any current or former NewCo Employee.

  • 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;