Benefits Matters Sample Clauses
The "Benefits Matters" clause defines the handling of employee benefits during and after the term of an agreement, such as an employment contract or a business transaction. It typically outlines which benefits (like health insurance, retirement plans, or stock options) will continue, be modified, or terminate, and may specify the responsibilities of each party regarding the administration or funding of these benefits. This clause ensures clarity and prevents disputes by explicitly stating the parties' obligations and the status of benefits, particularly in situations like termination, mergers, or acquisitions.
Benefits Matters. (a) Acquisition agrees that the Company will honor and, from and after the Effective Time, the Surviving Corporation and its Subsidiaries will honor all obligations under employment agreements, Company Benefit Plans and all other employee benefit plans, programs, policies and arrangements of the Company and its Subsidiaries in accordance with the terms thereof.
(b) Acquisition agrees that the Surviving Corporation will take such actions as are necessary so that, for a period of at least one year from the Effective Time, employees of the Company and its Subsidiaries will be provided cash compensation, employee benefit and incentive compensation and similar plans and programs (other than equity-based compensation plans and programs) as will provide compensation and benefits which in the aggregate are no less favorable than those provided to such employees as of the date hereof.
(c) To the extent permitted under applicable Law, each employee of the Company or its Subsidiaries shall be given credit for all service with the Company or its Subsidiaries (or service credited by the Company or its Subsidiaries) under all employee benefit plans, programs, policies and arrangements maintained by the Surviving Corporation in which they participate or in which they become participants for purposes of eligibility, vesting and benefit accrual including, without limitation, for purposes of determining (1) short-term and long-term disability benefits, (2) severance benefits, (3) vacation benefits and (4) benefits under any retirement plan.
(d) This Section 5.08, which shall survive the consummation of the Merger at the Effective Time and shall continue without limit except as expressly set forth herein, is intended to benefit and bind the Company, the Surviving Corporation and any person referenced in this Section 5.08, each of whom may enforce the provisions of this Section 5.08 whether or not party to this Agreement. Except as provided in clause (a) above, nothing contained in this Section 5.08 shall create any beneficiary rights in any employee or former employee (including any dependent thereof) of the Company, any of its Subsidiaries or the Surviving Corporation in respect of continued employment for any specified period of any nature or kind whatsoever. In addition, nothing in this Section 5.08 shall be construed to limit the ability of the Surviving Corporation or any of its Subsidiaries to review Company Benefit Plans and all other employee benefit plans, programs,...
Benefits Matters. (a) For purposes of this Agreement, "Affected Employees" shall mean those individuals who are classified as regular permanent employees of the Company and its subsidiaries (including those so classified employees who are on vacation, leave of absence, disability or maternity leave) as of the Effective Time who are in jobs that will not be covered by collective bargaining or other labor union contracts applicable to employees of Parent or the Company or any of their subsidiaries after giving effect to the Merger.
Benefits Matters. (a) Section 5.10(a) of the Kimberly-Clark Disclosure Letter sets forth a list of each material Kimberly-Clark Benefit Plan as of the date of this Agreement (other than individual agreements that do not materially deviate from the forms made available to Kenvue prior to the execution of this Agreement and that have been disclosed in Section 5.10(a) of the Kimberly-Clark Disclosure Letter). Prior to the execution of this Agreement, Kimberly-Clark has made available all plan documents and all amendments thereto with respect to each Kimberly-Clark Benefit Plan required to be set forth on Section 5.10(a) of the Kimberly-Clark Disclosure Letter.
(b) All Kimberly-Clark Benefit Plans are in compliance with applicable Laws (including, if applicable, ERISA and the Code), except as would not reasonably be likely to result in any liability to Kimberly-Clark or the Kimberly-Clark Subsidiaries, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Kimberly-Clark Material Adverse Effect.
(c) Each Kimberly-Clark Benefit Plan that is subject to and that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is entitled to rely on a favorable opinion letter from the Internal Revenue Service and, to the Knowledge of Kimberly-Clark, circumstances do not exist that are likely to result in the loss of the qualification of such plan under Section 401(a) of the Code.
(d) Kimberly-Clark and the Kimberly-Clark Subsidiaries are in compliance with all Laws relating to the Kimberly-Clark Benefit Plans and the provision of compensation and benefits, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Kimberly-Clark Material Adverse Effect. Neither Kimberly-Clark nor any Kimberly-Clark Subsidiary has received notice of, and, to the Knowledge of Kimberly-Clark, there are no pending material Actions (except for routine claims for benefits) or termination proceedings with respect to any Kimberly-Clark Benefit Plan and, to the Knowledge of Kimberly-Clark, no facts exist which would reasonably be expected to give rise to any such Action or termination proceeding, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Kimberly-Clark Material Adverse Effect.
(e) No Kimberly-Cl...
Benefits Matters. (a) Prior to the Closing, the Monsoon Board (or any authorized committee thereof) shall take all necessary action required in order to amend the Monsoon 2010 Share Incentive Plan to provide that the number of Monsoon Ordinary Shares available for issuance under such Monsoon Stock Plan shall be 3,095,840.
(b) As soon as practicable following the Closing, the Monsoon Board (or any authorized committee thereof) shall take all necessary action required to grant Monsoon Restricted Stock Units in respect of an aggregate of up to 619,522 Monsoon Ordinary Shares to the Indigo Business Employees set forth in Schedule 7.06(b), which Schedule shall be provided to Monsoon no later than three Business Days prior to the Closing and shall include the number of Monsoon Ordinary Shares in respect of such Monsoon Restricted Stock Units to be granted to each such Indigo Business Employee, provided that, in the event that any Indigo SARs or Naspers Rollover RSUs are forfeited between the date hereof and the Closing as a result of an Indigo Business Employee’s termination of employment during such period, the aggregate number of Monsoon Ordinary Shares in respect of which Monsoon Restricted Stock Units shall be granted pursuant to this Section 7.06(b) shall be increased by the number of Monsoon Ordinary Shares in respect of restricted share units into which such forfeited Indigo SARs and Naspers Rollover RSUs would have converted pursuant to Sections 7.07(a)(i) and 7.07(a)(ii). The Monsoon Restricted Stock Units to be granted pursuant to this Section 7.06(b) shall be granted under the Monsoon 2010 Share Incentive Plan on the same terms and conditions (including vesting schedule and acceleration of vesting) of Monsoon Restricted Stock Units granted under the Monsoon 2010 Share Incentive Plan to similarly situated employees of Monsoon in the ordinary course of business consistent with past practice.
(c) Monsoon and its Affiliates (including, following the Closing, the Indigo Group Companies) shall not assume any Indigo Business Benefit Plans other than the Assumed Benefit Plans. From and after the Closing, Indigo Parent or one of its Affiliates (other than an Indigo Group Company) shall retain all Liabilities with respect to the Indigo Business Benefit Plans and Monsoon and its Affiliates (including the Indigo Group Companies) shall have no Liability with respect thereto, other than, in each case, with respect to the Assumed Benefit Plans.
(d) Prior to the Closing, Indigo Parent...
Benefits Matters. (a) On and after the Effective Time, the Surviving Corporation shall promptly pay or provide when due all compensation and benefits earned through or prior to the Effective Time as provided pursuant to the terms of any compensation arrangements, employment agreements and employee or director benefit plans, programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) of the Company and previously disclosed to Purchaser. Purchaser and the Company agree that the Surviving Corporation shall pay promptly or provide when due all compensation and benefits accrued or incurred prior to the Effective Time and required to be paid pursuant to the terms of any individual agreement with any employee, former employee, director or former director in effect and disclosed to Purchaser as of the date hereof, or pursuant to any applicable collective bargaining agreement.
(b) Notwithstanding the remaining provisions of this Section 6.6, the Company and its subsidiaries, and the Surviving Corporation, its subsidiaries and its successors and assigns, will honor all director retirement benefits, and all employment or severance agreements with any Employee (as defined below) or former employee of the Company or any of its subsidiaries, in existence on the date hereof which are listed on Section 3.10 of the Company Disclosure Schedule and a full and complete copy (or, in the case of oral agreements, written summary) of which has been provided to Purchaser prior to the date hereof. "Employee" shall mean any employee of the Company or its subsidiaries immediately prior to the purchase of Shares pursuant to the Offer.
Benefits Matters. 44 SECTION 5.10. Public Announcements..................................47 SECTION 5.11. Rights Agreement......................................47
Benefits Matters. Buyer shall grant service credit to each Transferred Employee for his or her service with Seller on or before the Closing Date (including service credited by Seller as a successor in interest by its acquisition of the former Farmers State Bank) for purposes of determining the Transferred Employee’s eligibility to participate and vested rights (but not for purposes of benefit accrual) in any pension, thrift, profit-sharing, life insurance, disability, or other employee benefit plan or program now in effect or hereafter maintained by or on behalf of Buyer and with regard to any medical benefit plan covering Buyer’s employees. Notwithstanding the immediately preceding sentence, each Transferred Employee shall be treated as a new employee for all purposes under the Buyer’s employee stock ownership plan. There shall be an open enrollment period for the Transferred Employees without regard to any preexisting conditions of such Transferred Employees or their dependents, consistent with the requirements of the Health Insurance Portability and Accountability Act of 1996.
Benefits Matters. 41 SECTION 5.09 Public Announcements.............................43 SECTION 5.10
Benefits Matters. (a) The Company will take all actions necessary and appropriate to terminate (i) its Salary Deferral Plan, (ii) its 1996 Stock Incentive Plan (including all management and executive stock programs under such plan), and (iii) its 1996 Non-Executive Stock Incentive Plan (including all management and executive stock programs under such plan), at the Specified Date. Except for the Company's Salary Deferral Plan and except as otherwise provided herein, from and after the Specified Date, the Surviving Corporation shall continue to honor in accordance with their respective terms the Benefit Plans, Pension Plans and all of the Company's other employee benefit, compensation, employment, severance and termination agreements, plans and policies, including any rights or benefits arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event); it being agreed and acknowledged by Compass that the transactions contemplated by this Agreement constitute a "change of control" for all purposes under all such agreements, plans and policies.
(b) After the Effective Time, employees of the Company or any of its subsidiaries immediately prior to the Effective Time (the "Company Employees") shall be provided benefits which are substantially similar to those provided by the Company before the Effective Time, other than any equity-based benefits provided before the Effective Time which shall be replaced by permitting Company Employees to participate in the Compass Group Stock Bonus Program in effect in 2001, or another plan substantially similar thereto. Further, for a period of ten (10) days after the date of this Agreement, Compass and the Company shall cause
Benefits Matters. Except as otherwise provided herein, following the Effective Time, Prison Realty shall honor, or cause to be honored, all obligations under employment agreements, Prison Realty Benefit Plans and all other employee benefit plans, programs, policies and arrangements of any of the parties hereto in accordance with the terms thereof. Nothing herein shall be construed to prohibit Prison Realty from amending or terminating such agreements, programs, policies and arrangements in accordance with the terms thereof and with applicable law.