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Continued Employees Sample Clauses

Continued Employees. As of the Effective Time, Parent, Surviving Company or a subsidiary of Parent (“Continued Employer”) shall include employees of Worth and its Subsidiaries whose employment does not terminate as a result of the consummation of the Merger (“Continued Employees”) in employee benefit plans equivalent in the aggregate to those provided under the Company Plans immediately prior to the Closing or, at the option of the Parent, those provided to similarly-situated employees of Parent and its affiliates. Continued Employer shall honor each employee’s rights in respect of accrued paid time off and extended illness bank as of the Effective Time. Continued Employees shall be credited for their length of service with the Company and it Subsidiaries under the employee benefit plans maintained by the Continued Employer, including for purposes of eligibility, benefit accrual, and vesting, provided that service with the Company and its Subsidiaries shall not be taken into account for benefit accrual purposes under any defined benefit pension plan of the Continued Employer. The Continued Employees and their dependents and beneficiaries shall not be required, in the plan year in which Closing occurs, to satisfy any deductible, co-payment, out-of-pocket maximum or similar requirement under the Continued Employer’s plans that provide medical, dental and other welfare benefits to the extent of amounts previously credited for such purposes under the medical, dental and other welfare benefit plans of the Company and its affiliates that covered the Continued Employees prior to Closing. In addition, any waiting periods, pre-existing condition exclusions and requirements to show evidence of good health contained in such Continued Employer’s plans shall not apply with respect to the Continued Employees and their dependents and beneficiaries. Notwithstanding anything herein to the contrary, nothing herein shall (a) alter the “at-will” status of any employee of the Company or any Subsidiary, (b) obligate the Continued Employer to maintain any employee (including the Continued Employees) in its employment or (c) obligate Parent or the Continued Employer to maintain any particular benefit plan or arrangement.
Continued EmployeesAs soon as practicable after the Applicable Effective Time, Seller shall cause the trustee of the Seller 401(k) Plan to transfer to the trustee of the Buyer 401(k) Plan assets equal in value to the total value of those account balances of both (i) all Affected U.S. Continued Employees under the Seller 401(k) Plan, and (ii) all individuals employed by Seller or any of the Transferred Entities prior to but not as of the Applicable Effective Time who have provided services primarily for the Healthcare Business, as determined by Seller, (the "Prior Healthcare Employees") and the Buyer shall cause the trustee of the Buyer 401(k) Plan to accept such assets. The trustee of the Seller 401(k) Plan shall transfer such assets in cash or in kind, as such trustee and Buyer shall mutually determine and agree, valued as of the date of transfer and all participant loans outstanding under the Seller 4.01(k) Plan shall be transferred to the Buyer 4.01(k) Plan in kind (along with all records necessary for the administration of such loans). Except as may otherwise be provided in the Stock Purchase Agreement, following such transfer, Seller shall have no further liability whatsoever (either under this Agreement or otherwise) with respect to participants in the Buyer 401(k)
Continued EmployeesSeller shall assist Buyer in effecting the change of employment of the Continued Employees as of the Closing Date in an orderly fashion.
Continued Employees. Purchaser recognizes that the employees of Seller are experienced individuals in a specialized industry, and are important to the successful operation of the Business. Hemagen will consider continued employment to any of the employees (which Seller does not wish to continue to employ) of Seller involved with the Business as of the Closing. Hemagen may offer such employment on terms and conditions, including compensation, seniority and all other benefits, substantially similar to those provided the employees by Seller.
Continued EmployeesDuring the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the employee’s termination of employment with the Company), Buyer shall, and shall cause the Company to, provide each Company Employee who remains employed immediately after the Closing (“Continued Employee”) with: (i) base salary or hourly wages and paid vacation which are no less than the base salary or hourly wages provided by the Company immediately prior to the Closing; (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided by the Company immediately prior to the Closing; and (iii) retirement and welfare benefits that are no less favorable in the aggregate than those provided by the Company immediately prior to the Closing. The Buyer reserves the right to terminate any Continued Employees, provided that if any Continued Employees are terminated within twelve (12) months of the Closing, such terminated Continued Employees shall be offered severance benefits that are no less favorable than the practice, plan or policy in effect for such Continued Employee immediately prior to the Closing. Sellers shall cause each Continued Employee to provide to Buyer a completed Employment Eligibility Verification USCIS Form I-9, verifying the identity and employment authorization of the Continued Employee, prior to the Closing Date. -52- 40733748.21
Continued EmployeesFor purposes of this Agreement, the ------------------- term "Company Employees" shall include all current and former employees of the Company and its Subsidiaries and former Subsidiaries. The parties hereto intend that there shall be continuity of employment following the Closing with respect to all Company Employees who are current employees of the Company and its Subsidiaries; provided, however, that all employment which was at will as of the -------- ------- Closing Date will continue to be at will employment following the Closing Date. Effective as of the Closing, Buyer shall, or shall cause the Company to, employ each such Company Employee at a base salary or base wages at least equivalent to the rate of base salary or wages paid to such Company Employee as of the close of business on the day prior to the Closing. Until the end of the calendar year in which the Closing occurs, Buyer shall, or shall cause the Company to, provide compensation and bonus opportunity and employee benefits (other than equity- based benefit plans) to the Company Employees, which are substantially comparable in the aggregate to those provided to the Company Employees immediately prior to the Closing. For all purposes under all compensation and benefit plans applicable to Company Employees after the Closing, Buyer shall, or shall cause the Company to, treat all service by Company Employees with the Company or any of its Subsidiaries or Affiliates (including Cyprus Amax) before the Closing as service with the Buyer or its Subsidiaries or Affiliates.
Continued Employees. Each Employee shall, as of the Closing, remain an employee of the Company (“Continued Employees”). All Continued Employees shall be employees-at-will, and nothing contained herein or in any other Transaction Agreement shall result in any Continued Employee having any other employment status with the Company or the Purchaser. Each Continued Employee shall receive substantially the same benefits as a similarly situated new employee of the Purchaser or substantially the same benefits as received immediately prior to the Closing, at the option of the Purchaser.

Related to Continued Employees

  • Continued Employment The Option granted hereunder shall confer no right on Optionee to continue in the employ of the Company or any Subsidiary, or limit in any respect the right of the Company or any Subsidiary (in the absence of a specific agreement to the contrary) to terminate Optionee's employment at any time.

  • Continued Employee Benefits If Executive elects continuation coverage pursuant to COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of twelve (12) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to twelve (12) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

  • Rehired Employees Amounts forfeited upon termination of employment because of the failure to meet the applicable vesting requirements shall not be reinstated or re-credited if an individual is subsequently rehired or re-employed by the School Corporation. However, if the board shall have approved a leave of absence of not more than one (1) fiscal year for an employee, such period of leave shall not result in forfeiture provided the employee shall promptly return to employment following the expiration of the period of leave.

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • 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.

  • Retired Employees An employee who retires from University service, at age 55 with five (5) years of service, age 50 with fifteen (15) years of service or at any age with thirty (30) years of service, who is eligible to maintain participation in the UPlan, may indefinitely maintain medical and dental coverage with the University at his/her own expense. Medicare coverage is primary for retirees over 65, and for totally disabled employees who qualify for Medicare, and must coordinate with the UPlan Retiree Medical plan options. If retired or totally disabled employees elect not to continue coverage in the UPlan at the time they leave employment, they may not elect to do so at a later date. (see also Section 5E.)

  • Disabled Employees If an employee becomes disabled with the result that he is unable to carry out the regular functions of his position, the Hospital may establish a special classification and salary with the hope of providing an opportunity of continued employment.

  • Continuing Employment (a) Continuing employment means full-time or fractional-time employment that does not have a fixed end date or a contingency upon which the employment contract will come to an end. (b) All employment other than fixed-term employment and casual employment will be continuing employment. (c) Notwithstanding subclause 16.0(b) above, the University may employ a person in Continuing (Contingent Funded Research) employment on a full-time or fractional-time basis in accordance with the terms of this Agreement.

  • New Employees The Employer agrees to acquaint new Employees with the fact that a Union Agreement is in effect.

  • 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.