Certain Employee Benefits Matters. (a) All of the Business Employees who are actively employed (including those on vacation) on the Closing Date shall be offered employment on an "at will" basis with the Purchaser on such date, and such individuals who accept such offer on such date shall be referred to as "Transferred Employees." Each such offer of employment shall be (i) at the same salary or hourly wage rate and position in effect immediately prior to the Closing Date and (ii) at the same location or within 20 miles from the location of such employment immediately prior to the Closing Date. Purchaser shall also offer employment on an "at will" basis to each Business Employee who is temporarily absent from active employment on the Closing Date upon termination of such temporary absence within six months following the Closing Date, provided that such individual is able to perform the essential functions of the position he or she previously held with the Sellers prior to such absence, and any such individual shall be treated as a "Transferred Employee" from and after his or her date of employment with Purchaser. For a period of 12 months following the Closing Date, Purchaser shall provide benefits to the Business Employees that, in the aggregate, (i) are substantially equivalent to those provided by Purchaser to its other similarly situated employees as of the Closing Date and (ii) are no less favorable than those provided by the Sellers and their Subsidiaries under the Benefit Plans (other than benefits relating to stock options or other equity-based compensation) to such Business Employees immediately prior to the Closing Date. Purchaser shall cause Purchaser's employee benefit plans and arrangements (including, but not limited to, all "employee benefit plans" within the meaning of Section 3(3) of ERISA and all plans, programs, policies and employee fringe benefit programs, including vacation policies), to the extent Purchaser makes them available to Business Employees, to recognize, solely for the purposes of determining the vesting of benefits and participation eligibility (but not for benefit accrual), all service by Transferred Employees with the Sellers, including service with predecessor employers, to the extent that such service was recognized by the analogous benefit plans of Purchaser, provided that such recognition does not result in any duplication of benefits. Individuals who have terminated employment with Sellers prior to the Closing Date and are subsequently hired by Purcha...
Certain Employee Benefits Matters. (a) Prior to the Closing Date, Purchaser shall offer employment, effective as of the Closing Date, to some or all of the employees of Seller (the “Transferred Employees”) on such terms and conditions determined by Purchaser. Purchaser agrees to provide Seller with a list of Transferred Employees no later than two (2) Business Days prior to the Closing.
Certain Employee Benefits Matters. Except as otherwise provided in Sections 4.6 and 4.7:
Certain Employee Benefits Matters. (a) Buyer shall take all commercially reasonable actions to permit Employees to continue in employment with Buyer and its Affiliates (including the Company) immediately following the Closing.
Certain Employee Benefits Matters. (a) Effective as of the Closing Date, Buyer shall offer employment to each Transferred Employee at the salary or wage level, as applicable, and with employee benefits that, in the aggregate per employee, are substantially comparable to those provided by Seller and to such Transferred Employee immediately prior to the Closing Date. For the one-year period following the Closing Date (the “Continuation Period”), Buyer agrees to (i) provide severance benefits to Transferred Employees that are no less favorable to Transferred Employees than the severance benefits program in place immediately prior to the Closing Date for salaried and hourly employees employed in connection with the operation of the Business and (ii) otherwise provide each Transferred Employee (whether or not such individual returns to active employment in the Business) with employee benefits that, in the aggregate per employee, are substantially comparable to those provided by Seller and its Subsidiaries to such Transferred Employee immediately prior to the Closing Date. Except to the extent it would result in the duplication of benefits, Buyer shall cause Buyer’s employee benefit plans to recognize, for the purpose of determining the vesting of benefits and participation eligibility, all service by Transferred Employees with Seller or any of its Subsidiaries, including service with predecessor employers to the extent that such service was recognized by the analogous plans of Seller, any of its Subsidiaries or Seller such that no break or interruption of employment or participation shall be deemed to have occurred with respect to the Transferred Employees.
Certain Employee Benefits Matters. (a) The Company and the key employees identified on Schedule 6.14 hereto (collectively, the “Key Employees”) shall contemporaneously with the execution and delivery of this Agreement enter into employment agreements in all material respects in the form attached hereto as Exhibit B (collectively, the “Key Employee Employment Agreements”) with effectiveness contingent only upon the Closing.
Certain Employee Benefits Matters. At Parent's direction, Company shall, immediately prior to the Closing Date, terminate any one or more of the Company Employee Plans as specified by Parent, subject to closing of the transactions contemplated herein and in any such event, no further contributions shall be made to the Company Employee Plans. In the event Parent directs Company to terminate one or more of the Company Employee Plans, Company shall provide to Parent (i) executed resolutions by the Board of Directors of Company authorizing the termination of such plan or plans; and (ii) if applicable, an executed amendment to the Plans sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the tax-qualified status of the Plan will be maintained at the time of termination.
Certain Employee Benefits Matters. Except as otherwise provided herein, U.S. Buyer or the Applicable Buyer Affiliate (as defined below) shall offer employment to, or, if applicable, the Parties shall take such actions as may be necessary to cause the relevant transfer of, each of the In-Scope Employees identified on Schedule 9.3 (the “Business Employees”), including those on military leave, leave of absence (whether paid or unpaid), disability or layoff, as set forth in Schedule 2.13(e). No later than five (5) Business Days before the Closing Date, Seller shall deliver to Buyers an updated list of In-Scope Employees (and their corresponding classifications as further described in this Section 9.3) which may include additional employees of the Business; provided, however, Buyers, without their prior written consent, shall not, to the extent permitted by applicable Law, be obligated to make any such offer to, any such additional employees. Seller acknowledges that U.S. Buyer will make employment offers to each Business Employee located in the United States and that the appropriate Affiliate of U.S. Buyer located in the jurisdiction where each non-U.S. Business Employee is located (each an “Applicable Buyer Affiliate”) shall either be the entity to which such non-U.S. Business Employee is transferred or the entity that makes an offer of employment to such non-U.S.
Certain Employee Benefits Matters. (a) On or before the Closing, Buyer shall offer employment to all US Business Employees who are not covered by Business Collective Bargaining Agreements, except the Inactive US Business Employees to whom Buyer will make offers of employment upon the termination of any disability, layoff, or leave of absence within the six-month period following the Closing Date. Each such offer of employment shall be on the same base pay or rate of pay and conditions of employment substantially similar in aggregate value, including any applicable post retirement medical benefits, to the existing terms and conditions of each such US Business Employee’s employment prior to the Closing; provided, however, that all pension and welfare benefits and benefit arrangements shall be provided under plans of Buyer (“Buyer’s Plans”). US Business Employees who are covered by a Business Collective Bargaining Agreement shall be employed by Buyer pursuant to the terms of such Business Collective Bargaining Agreement. All US Business Employees who accept such offers of employment of Buyer or who otherwise become employed by Buyer (the “Transferred Employees”) will become employees of Buyer (with the effect that no period of unemployment will occur with respect to any such Transferred Employees). Buyer shall be solely responsible for all compensation and benefits accrued or benefit claims filed by Transferred Employees on and after the Closing. The Asset Sellers will retain all liability for such benefits accrued or claims filed by US Business Employees prior to the Closing. In addition, Asset Sellers shall retain all obligations for benefits accrued and benefit claims filed by any Inactive Business Employee prior to employment by Buyer as a Transferred Employee and for benefits accrued and benefit claims filed by any US Business Employee who does not become a Transferred Employee. Any Buyer’s Plan in which Transferred Employees are eligible to participate shall provide that for purposes of determining eligibility to participate, vesting and for any schedule of benefits based on service (but not pension benefit amounts), all service with Asset Sellers and any predecessor that is recognized by Asset Sellers shall be recognized. Buyer’s Plans which provide medical, dental, vision, and health benefits to Transferred Employees shall provide such benefits without the applicability of any pre-existing physical or mental condition restrictions (other than those in effect on the Closing Date under a...
Certain Employee Benefits Matters. Employees of the Company at the Effective Time will be provided with employee benefit plans by the Surviving Corporation or Parent, except with respect to such Company Benefit Plans Parent determines that it will continue in effect. If any employee of the Company becomes a participant in any employee benefit plan, program, policy or arrangement of Parent or one of its subsidiaries, such employee shall be given credit for all service with the Company prior to the Effective Time to the extent permissible under the current terms of such plan, program, policy or arrangement or through an amendment of such plan, program, policy or arrangement at no cost in excess of $100,000 in the aggregate to Parent and without any requirement of obtaining approval of the Parent's stockholders. Parent also agrees to issue within a reasonable period of time after the Effective Time options to purchase shares of its Common Stock in amounts reasonably consistent with Parent's practices for employees on comparable levels as determined by Parent to the lesser of seventy percent of the employees listed in Schedule 6.2(k) hereto or the number of such employees that remain employees of the Surviving Corporation at the time of the grant of the stock options. Parent also will provide bonuses of $10,000 per employee to seventy percent of the employees listed in Schedule 6.2(k) hereto payable if such employees are employed by the Company one year after the Effective Time.
