Transferred FH Company Employee definition

Transferred FH Company Employee means each Employee employed by a Transferred FH Company.
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Transferred FH Company Employee means each Employee employed by a Transferred FH Company. “Transferred IP Contracts” shall mean any IP Contract to which Seller or any of its Subsidiaries is a party or to which any of the FH Assets is subject,
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Transferred FH Company Employee means each Employee employed by a Transferred FH Company. “Transferred IP Contracts” shall mean any IP Contract to which Seller or any of its Subsidiaries is a party or to which any of the FH Assets is subject, in each case, that (i) with respect to IP Contracts that do not relate to computer software or databases, relates exclusively to the FH Business, and (ii) with respect to IP Contracts that relate to computer software or databases that are used in the operation of the FH Business, all such IP Contracts other than the Excluded FH Software Licenses. “Transferred Pension Participants” means the participants in the Transferred DB Plans. “Transition Services Agreement” means the Transition Services Agreement, substantially in the form attached hereto as Exhibit E. “Treasury Regulations” shall mean the final, temporary and proposed regulations promulgated by the United States Department of Treasury under the Code. “U.S. Pension Transfer Date” shall have the meaning set forth in Section 6.3(c) of Seller’s Disclosure Letter. “U.S. Transferred Employee” shall mean each Transferred Employee primarily located in the United States. “U.S. Transferred Pension Participants” shall have the meaning set forth in Section 6.3(c) of Seller’s Disclosure Letter. “VAT” means any value added Tax, goods and services Tax or any other similar Tax. “WARN Act” shall have the meaning set forth in Section 6.8. “Wholly Owned Subsidiary” shall mean, with respect to any Person, any Subsidiary of such Person if all of the common stock or other similar equity ownership interests in such Subsidiary (other than any director’s qualifying shares or investments by foreign nationals mandated by applicable Law) is owned directly or indirectly by such Person. Annex A - Page 21 EXHIBIT A FORM OF XXXX OF SALE AND ASSIGNMENT1 THIS XXXX OF SALE AND ASSIGNMENT, dated [●], 2017 (this “Xxxx of Sale”), is executed and delivered by and between [BUYER DESIGNEE], a [●] (“FH Asset Buyer”)2, and [FH ASSET SELLER], a [●] (“FH Asset Seller”).3 All capitalized words and terms used in this Xxxx of Sale and not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement, dated as of [●], 2017 (the “Agreement”), by and between [SELLER], a Delaware corporation (“Seller”), and [FH Asset Buyer]4[[BUYER], a Delaware corporation (“Buyer”)]5.
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Examples of Transferred FH Company Employee in a sentence

  • Buyer shall or shall cause each one of its Affiliates to continue the employment of each then- current Transferred FH Company Employee immediately following the Closing on the terms set forth in this Article VI.

  • Buyer shall or shall cause each one of its Affiliates to continue the employment of each then-current Transferred FH Company Employee immediately following the Closing on the terms set forth in this Article VI.

  • The Group Companies are in compliance, in all material respects, with all such Material Permits and all such Material Permits are in full force and effect.

Related to Transferred FH Company Employee

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

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

  • 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.

  • 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;

  • Transferred Employees has the meaning set forth in Section 6.4(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:

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

  • 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.

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

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

  • 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 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.

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

  • Restricted Employee means any person who was a director, employee or consultant of the Company at any time within the Relevant Period who by reason of that position and in particular his seniority and expertise or knowledge of Confidential Information or knowledge of or influence over the clients, customers or contacts of the Company is likely to cause damage to the Company if he were to leave the employment of the Company and become employed by a competitor of the Company;

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

  • Public safety employee means a public employee who is employed as one of the following:

  • 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.

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

  • Non-Key Employee means any Employee who is not a Key Employee.

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

  • 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;

  • Company Employee Benefit Plan means each Employee Benefit Plan that is maintained, sponsored or contributed to (or required to be contributed to) by any of the Group Companies or under or with respect to which any of the Group Companies has any Liability.

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

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

  • Current Employee has the meaning set forth in Section 7.8(a).