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Certain Key Employees Sample Clauses

Certain Key Employees. (i) The number of Key Managers who shall have ceased to be employed by an Acquired Company, whether voluntarily or involuntarily (excluding any Excluded Departures of Key Managers), shall not exceed the Key Manager Permitted Departure Number and (ii) the number of Key Employees in any Designated Functional Group who shall have ceased to be employed by an Acquired Company, whether voluntarily or involuntarily (excluding any Excluded Departures of Key Employees), shall not exceed the Permitted Departure Number with respect to such Designated Functional Group.
Certain Key Employees. Each of the employees of the Acquired Companies listed on Schedule 2.34 has executed and delivered to the Company an employment agreement or has accepted in writing an employment offer letter (with respect to each such employee, such employment agreement or offer letter being hereinafter referred to as an "Offer Letter"), each dated as of the date of this Agreement, to be effective at the Effective Time, and the Acquired Company employing such employee has executed and delivered to Parent a true and complete copy of each such fully executed Offer Letter.
Certain Key Employees. Each of Xxx Xxxxxx, Xxx Xxxxxx, Xxxxx Xxxxxxx and Xxxxxxxx Xxxxxx shall be actively employed by the Company Group on a full-time basis as of the Closing Date (in the case of Xxxxx Xxxxxxx and Xxxxxxxx Xxxxxx, other than as a result of the death, incapacity, or disability of such person) and no such individual shall have provided notice of his or her intent to terminate employment with the Company Group; provided that, in each case any such change in employment status or delivery of notice of intent of or by any such Person to terminate employment with the Company Group proximately caused by (i) any repudiation by Purchaser of any of the material terms of the Key Employee Employment Agreement of such Person or (ii) any other material adverse action taken by Purchaser that resulted in such notice of intent shall be disregarded for purposes hereof.
Certain Key Employees. 37 2.35 Non-Competition Agreements................................................................ 37 2.36 Disclosure................................................................................ 37
Certain Key EmployeesBuyer represents to Sellers that it intends to cause the Company to maintain for a period of at least two (2) years following Closing, at a minimum of their current compensation schedules (with performance-warranted raises), the following employees which have been identified by Sellers as key employees of the Company: Stevx Xxxxxxxxxx Laurxx Xxxxxx, Xxgineering Manager Terexx Xxxxxx, Xxrchasing Manager Danixx Xxxxxx, Xxality Control This Section 5.3 with respect to continuity of employees shall be based upon performance only, and in the event Buyer, in its absolute discretion, determines performance to be unsatisfactory, this Section 5.3 shall not be construed to be an employment contract for the benefit of such employee or employees.
Certain Key EmployeesThe Company shall retain certain key employees, namely Alan Gaines, Amiel David and Xxxxxxx Xxxen, xx xxxxxxue to xx xxxxxxxx in the management of the Company's affairs for a period of at least one (1) year from the Closing Date pursuant to employment agreements and noncompetition and nonsolicitation agreements to be executed and delivered on the Closing Date in substantially the form attached hereto as Exhibit C.
Certain Key Employees. Each of the individuals named on Section 6.2(f) of the Acquiror Disclosure Schedules who has been designated by Acquiror to be a Transferred Employee shall have agreed to be actively employed by Acquiror or the Post-Closing Employer on a full-time basis as of the Closing Date and no such individual shall have provided notice of his or her intent to terminate employment with Acquiror or the Post-Closing Employer.
Certain Key Employees. 40 2.35 Disclosure......................................................................................... 40

Related to Certain Key Employees

  • Key Employees The Adviser is not aware that (i) any of its executives, key employees or significant group of employees plans to terminate employment with the Adviser or (ii) any such executive or key employee is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by either the Adviser’s present or proposed business activities, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect.

  • Certain Employees (a) Each of the following is included in the list of agreements set forth in the Disclosure Schedule: all collective bargaining agreements, employment and consulting agreements, bonus plans, deferred compensation plans, employee pension plans or retirement plans, employee profit-sharing plans, employee stock purchase and stock option plans, hospitalization insurance, and other plans and arrangements providing for employee benefits of employees of the Seller. (b) The Disclosures Schedule contains a true, complete and accurate list of the following: the names, positions, and compensation of the present employees of the Seller, together with a statement of the annual salary payable to salaried employees and a summary of the bonuses and description of agreements for additional compensation and other like benefits, if any, paid or payable to such persons for the period set forth in the Disclosure Schedule. Except as listed in the Disclosure Schedule, to the best of Seller's knowledge, all employees of Seller are employees-at-will. (c) Seller has no retired employees who are receiving or are entitled to receive any payments, health or other benefits from Seller.

  • Shift Employees Employees who work rotating shift patterns or those who work qualifying shifts shall be entitled, on completion of 12 months employment on shift work, to up to an additional 5 days annual leave, based on the number of qualifying shifts worked. The entitlement will be calculated on the annual leave anniversary date. Qualifying shifts are defined as a shift which involves at least 2 hours work performed outside the hours of 8.00am to 5.00pm, excluding overtime. Number of qualifying shifts per annum Number of days additional leave per annum 121 or more 5 days 96 – 120 4 days 71 – 95 3 days 46 – 70 2 days 21 – 45 1 day

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Exempt Employees In conjunction with Section 1 above, employees declared to be exempt by the Employer or the United States Department of Labor shall be governed by this section.

  • Newly Hired Employees All employees hired to an insurance eligible position must make their benefit elections by their initial effective date of coverage as defined in this Article, Section 5C. Insurance eligible employees will automatically be enrolled in basic life coverage. If employees eligible for a full Employer Contribution do not choose a health plan administrator and a primary care clinic by their initial effective date, and do not waive medical coverage, they will be enrolled in a Benefit Level Two clinic (or Level One, if available) that meets established access standards in the health plan with the largest number of Benefit Level One and Two clinics in the county of the employee’s residence at the beginning of the insurance year. If an employee does not choose a health plan administrator and primary care clinic by their initial effective date, but was previously covered as a dependent immediately prior to their initial effective date, they will be defaulted to the plan administrator and primary care clinic in which they were previously enrolled.

  • Certain Employee Matters (a) Purchaser has delivered to Seller a list (the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective Employees. (b) Effective on such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

  • Non-Solicitation of Company Employees Executive shall not, at any time during the Restricted Period (as defined below), without the prior written consent of the Company, engage in the following conduct (a "Solicitation"): (i) directly or indirectly, contact, solicit, recruit or employ (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the previous six months an employee, representative, officer or director of the Company; or (ii) take any action to encourage or induce any employee, representative, officer or director of the Company to cease his or her relationship with the Company for any reason. A "Solicitation" does not include any recruitment of employees for the Company.

  • Certain Benefits Executive will be eligible to participate in all employee benefit programs established by Employer that are applicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’s position and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any such plan.

  • Salaried Employees Employees who qualify for exemption from the Fair Labor Standards Act overtime provisions based upon duties and who are assigned to a class or pay grade, if the class has multiple pay grades, with a top step regular biweekly rate, without bonuses, above the top step regular biweekly rate for the class of Rehabilitation Project Coordinator II in Council-controlled departments, shall be treated as salaried employees, in accordance with the provisions of the Fair Labor Standards Act. Salaried employees may be assigned 5/40, 4/10, 9/80 or other schedules at the discretion of Management. Notwithstanding any LAAC and MOU provisions, or other City department rules and regulations to the contrary, these employees shall not be required to record specific hours of work for compensation purposes, although hours may be recorded for other purposes. These employees will be paid the predetermined salary for each biweekly pay period, as indicated in the Appendices, and shall not receive overtime compensation. Salaried employees shall not be subject to deductions from salary or any leave banks for absence from work for less than a full workday. This provision applies to occasional partial day absences from work which are authorized by the appropriate supervisor designated by Management. This provision does not apply to long-term or recurring partial day absences (e.g., intermittent leave/reduced work schedule for purposes of Family/Medical Leave). Salaried employees shall not be subject to disciplinary suspension for a period of less than a workweek (seven days; half of the biweekly pay period) unless based on violations of a safety rule of major significance. This requirement shall be superseded by the revised Department of Labor FLSA regulations pertaining to disciplinary suspensions of FLSA- exempt employees on the operative date of the FLSA regulations. The appointing authority of each City department may grant time off for hours worked due to unusual situations.