Continuing Employment. For a period beginning on the Closing Date and continuing until the first anniversary of the Closing Date, Purchaser shall provide all Company Employees who continue to be employed with the Company following the Closing Date with: (i) base wages or salaries, as applicable, at least equal to those provided to each such Company Employee immediately prior to the Closing Date; and (ii) annual bonus opportunities (with such bonuses to be based on actual individual and financial performance during the applicable performance period) and employee benefits that are substantially comparable, in the aggregate, to the annual bonus opportunities and employee benefits provided to each such Company Employee immediately prior to the Closing Date (excluding any one-time bonus payments such as sign on bonuses or similar payments and bonuses paid in connection with the transactions contemplated by the Agreement). Without limiting the generality of the foregoing, any Company Employee (x) whose employment is terminated by Purchaser for any reason other than cause on or before the first anniversary of the Closing Date and (y) who is not already entitled to severance pay through an agreement with the Company shall be entitled to the amount of cash severance pay such Company Employee would have received if he or she separated from the Company under the severance policy maintained for Company Employees as set forth on Section 6.6(a) of the Disclosure Letter, provided such Company Employee complies with the policy’s prerequisites for receipt of such severance; provided, however, in each case such Company Employee shall be credited for service with the Company as described in Section 6.6(b) of the Agreement. After Closing, Purchaser shall assume (or by virtue of the transactions contemplated by this Agreement, be deemed to have assumed) all liabilities and obligations of the Company with respect to Company Benefit Plans and Employment Agreements.
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Samples: Stock Purchase Agreement, Stock Purchase Agreement (KCG Holdings, Inc.)
Continuing Employment. For (a) With respect to Manufacturing Facility Employees in the Southington Facility as of the Closing Date (each a "SOUTHINGTON EMPLOYEE"), Buyer agrees that, except for any Southington Employee whose employment is terminated voluntarily by such Employee, for failure to perform or otherwise "for cause", any Southington Employee terminated by Buyer in the period beginning on between the Closing Date and continuing until the first anniversary of the Closing Date, Purchaser shall provide all Company Employees who continue to be employed with the Company following the Closing Date with: (i) base wages or salaries, as applicable, at least equal to those provided to each such Company Employee immediately prior to the Closing Date; and (ii) annual bonus opportunities (with such bonuses to be based on actual individual and financial performance during the applicable performance period) and employee benefits that are substantially comparable, in the aggregate, to the annual bonus opportunities and employee benefits provided to each such Company Employee immediately prior to the Closing Date (excluding any one-time bonus payments such as sign on bonuses or similar payments and bonuses paid in connection with the transactions contemplated by the Agreement). Without limiting the generality of the foregoing, any Company Employee (x) whose employment is terminated by Purchaser for any reason other than cause on or before the first anniversary of the Closing Date shall receive from Buyer severance benefits of no less coverage or aggregate benefit (recognizing all service with Seller and Buyer and their respective Affiliates) than the greater in value of (yi) who is not already entitled the Southington Severance Benefits, (ii) such then-current severance benefits in effect under Buyer's severance plan at such time, or (iii) severance benefits required to severance pay through an agreement with the Company shall be entitled paid by law.
(b) With respect to Continuing Employees, prior to the amount Closing Date, Seller shall retain the right to continue its compensation practices in the normal course of cash business consistent with past practice. After the Closing Date, Buyer agrees to maintain and continue such generally Comparable Employment for each Continuing Employee for a period of at least two years following the Closing Date, except for any such Employee whose employment is terminated voluntarily by such Employee or for failure to perform or otherwise "for cause." Notwithstanding the foregoing, Buyer may terminate a Continuing Employee in the period between the Closing Date and the second anniversary of the Closing Date; PROVIDED that in each case, the Continuing Employee so terminated shall receive from Buyer the greater of (a) base salary or wage and benefits for the period between the date of termination through the end of that two year period, or (b) severance pay benefits of no less coverage or aggregate benefit (recognizing all service with Seller and Buyer and their respective Affiliates) than the greater in value of (i) those severance benefits (including the continuation of medical and dental insurance coverage at the same premium cost as was applicable during active employment with Seller) which such Company Employee would have received if he or she separated from under Seller's severance plan in effect immediately prior to the Company under the severance policy maintained for Company Employees as set forth on Section 6.6(a) of the Disclosure Letter, provided such Company Employee complies with the policy’s prerequisites for receipt of such severance; provided, however, in each case such Company Employee shall be credited for service with the Company as described in Section 6.6(b) of the Agreement. After Closing, Purchaser shall assume (ii) such then-current severance benefits in effect under Buyer's severance plan at such time or (iii) severance benefits required to be paid by virtue of the transactions contemplated by this Agreement, be deemed to have assumed) all liabilities and obligations of the Company with respect to Company Benefit Plans and Employment Agreementslaw.
Appears in 1 contract
Continuing Employment. For a period beginning on 6.1 AB InBev confirms that, upon and following the Closing Completion Date, it will fully observe the existing contractual and statutory employment rights, including in relation to pensions, of SABMiller’s management and employees in accordance with applicable law.
6.2 AB InBev agrees that for at least one full financial year following the Completion Date and continuing until the first anniversary in respect of all employees of the Closing DateSABMiller Group, Purchaser shall provide all Company Employees who continue it will not reduce base pay, total variable compensation opportunity (including, for the avoidance of doubt, annual bonus targets, maximum bonus opportunity and long-term incentive opportunity), benefit provision, redundancy or severance arrangements (including but not limited to severance payments, whether contractual or discretionary), any terms relating to pension accrual or contributions (together, terms and conditions) or otherwise amend any material terms of any such employee’s contract of employment to their detriment (other than by agreement or at the election of the employee concerned). For these purposes, any reduction will be employed with judged against the Company following the Closing Date with: (i) base wages or salaries, as applicable, at least equal to those provided to each such Company Employee arrangements in place immediately prior to the Closing Completion Date.
6.3 If any SABMiller benefit plans in place immediately prior to the Completion Date are terminated prior to the end of the financial year following the Completion Date, AB InBev will replace the terminated benefit plans with arrangements that provide broadly similar benefits and will ensure that (i) accrued service is recognised; (ii) applicable waiting periods are waived; and (iii) any pre-existing condition limitations are waived.
6.4 AB InBev shall use reasonable endeavours to ensure that any person who acquires any entities, businesses or assets of the SABMiller Group pursuant to any disposal effected at the direction of, or with the consent of, AB InBev at any time following the date of this Agreement up to and including the end of the financial year commencing on 1 April following Completion (a Purchaser) provides to any employee of the SABMiller Group who transfers to that Purchaser, for at least one full financial year following the Completion Date, terms and conditions that are economically equivalent to those terms and conditions enjoyed by the employee immediately prior to the date of transfer and honour the (i) bonus arrangements in paragraph 2 above; and (ii) annual bonus opportunities (with such bonuses to be based severance protections provided for in paragraph 4 above.
6.5 For the purposes of paragraphs 6.2, 6.3 and 6.4 above, the financial year following the Completion Date is the 12 month period commencing on actual individual and financial performance during the applicable performance period) and employee benefits that are substantially comparable, in the aggregate, to the annual bonus opportunities and employee benefits provided to each such Company Employee immediately prior to the Closing Date (excluding any one-time bonus payments such as sign on bonuses or similar payments and bonuses paid in connection with the transactions contemplated by the Agreement). Without limiting the generality of the foregoing, any Company Employee (x) whose employment is terminated by Purchaser for any reason other than cause on or before the first anniversary of the Closing Date and (y) who is not already entitled to severance pay through an agreement with the Company shall be entitled to the amount of cash severance pay such Company Employee would have received if he or she separated from the Company under the severance policy maintained for Company Employees as set forth on Section 6.6(a) of the Disclosure Letter, provided such Company Employee complies with the policy’s prerequisites for receipt of such severance; provided, however, in each case such Company Employee shall be credited for service with the Company as described in Section 6.6(b) of the Agreement. After Closing, Purchaser shall assume (or by virtue of the transactions contemplated by this Agreement, be deemed to have assumed) all liabilities and obligations of the Company with respect to Company Benefit Plans and Employment Agreements1 April following Completion.
Appears in 1 contract
Continuing Employment. For a period beginning on 6.1 AB InBev confirms that, upon and following the Closing Completion Date, it will fully observe the existing contractual and statutory employment rights, including in relation to pensions, of SABMiller’s management and employees in accordance with applicable law.
6.2 AB InBev agrees that for at least one full financial year following the Completion Date and continuing until the first anniversary in respect of all employees of the Closing DateSABMiller Group, Purchaser shall provide all Company Employees who continue it will not reduce base pay, total variable compensation opportunity (including, for the avoidance of doubt, annual bonus targets, maximum bonus opportunity and long-term incentive opportunity), benefit provision, redundancy or severance arrangements (including but not limited to severance payments, whether contractual or discretionary), any terms relating to pension accrual or contributions (together, terms and conditions) or otherwise amend any material terms of any such employee’s contract of employment to their detriment (other than by agreement or at the election of the employee concerned). For these purposes, any reduction will be employed with judged against the Company following the Closing Date with: (i) base wages or salaries, as applicable, at least equal to those provided to each such Company Employee arrangements in place immediately prior to the Closing Completion Date.
6.3 If any SABMiller benefit plans in place immediately prior to the Completion Date are terminated prior to the end of the financial year following the Completion Date, AB InBev will replace the terminated benefit plans with arrangements that provide broadly similar benefits and will ensure that (i) accrued service is recognised; (ii) applicable waiting periods are waived; and (iii) any pre-existing condition limitations are waived.
6.4 AB InBev shall use reasonable endeavours to ensure that any person who acquires any entities, businesses or assets of the SABMiller Group pursuant to any disposal effected at the direction of, or with the consent of, AB InBev at any time following the date of this Agreement up to and including the end of the financial year commencing on 1 April following Completion (a Purchaser) provides to any employee of the SABMiller Group who transfers to that Purchaser, for at least one full financial year following the Completion Date, terms and conditions that are economically equivalent to those terms and conditions enjoyed by the employee immediately prior to the date of transfer and honour the (i) bonus arrangements in paragraph 2 above; and (ii) annual bonus opportunities (with such bonuses to be based severance protections provided for in paragraph 4 above.
6.5 For the purposes of paragraphs 6.2 , 6.3 and 6.4 above, the financial year following the Completion Date is the 12 month period commencing on actual individual and financial performance during the applicable performance period) and employee benefits that are substantially comparable, in the aggregate, to the annual bonus opportunities and employee benefits provided to each such Company Employee immediately prior to the Closing Date (excluding any one-time bonus payments such as sign on bonuses or similar payments and bonuses paid in connection with the transactions contemplated by the Agreement). Without limiting the generality of the foregoing, any Company Employee (x) whose employment is terminated by Purchaser for any reason other than cause on or before the first anniversary of the Closing Date and (y) who is not already entitled to severance pay through an agreement with the Company shall be entitled to the amount of cash severance pay such Company Employee would have received if he or she separated from the Company under the severance policy maintained for Company Employees as set forth on Section 6.6(a) of the Disclosure Letter, provided such Company Employee complies with the policy’s prerequisites for receipt of such severance; provided, however, in each case such Company Employee shall be credited for service with the Company as described in Section 6.6(b) of the Agreement. After Closing, Purchaser shall assume (or by virtue of the transactions contemplated by this Agreement, be deemed to have assumed) all liabilities and obligations of the Company with respect to Company Benefit Plans and Employment Agreements1 April following Completion.
Appears in 1 contract
Samples: Co Operation Agreement
Continuing Employment. For a period beginning on 6.1 AB InBev confirms that, upon and following the Closing Completion Date, it will fully observe the existing contractual and statutory employment rights, including in relation to pensions, of SABMiller’s management and employees in accordance with applicable law.
6.2 AB InBev agrees that for at least one full financial year following the Completion Date and continuing until the first anniversary in respect of all employees of the Closing DateSABMiller Group, Purchaser shall provide all Company Employees who continue it will not reduce base pay, total variable compensation opportunity (including, for the avoidance of doubt, annual bonus targets, maximum bonus opportunity and long-term incentive opportunity), benefit provision, redundancy or severance arrangements (including but not limited to severance payments, whether contractual or discretionary), any terms relating to pension accrual or contributions (together, terms and conditions) or otherwise amend any material terms of any such employee’s contract of employment to their detriment (other than by agreement or at the election of the employee concerned). For these purposes, any reduction will be employed with judged against the Company following the Closing Date with: (i) base wages or salaries, as applicable, at least equal to those provided to each such Company Employee arrangements in place immediately prior to the Closing Completion Date.
6.3 If any SABMiller benefit plans in place immediately prior to the Completion Date are terminated prior to the end of the financial year following the Completion Date, AB InBev will replace the terminated benefit plans with arrangements that provide broadly similar benefits and will ensure that (i) accrued service is recognised; (ii) applicable waiting periods are waived; and (iii) any pre-existing condition limitations are waived.
6.4 AB InBev shall use reasonable endeavours to ensure that any person who acquires any entities, businesses or assets of the SABMiller Group pursuant to any disposal effected at the direction of, or with the consent of, AB InBev at any time following the date of this Agreement up to and including the end of the financial year commencing on 1 April following Completion (a Purchaser) provides to any employee of the SABMiller Group who transfers to that Purchaser, for at least one full financial year following the Completion Date, terms and conditions that are economically equivalent to those terms and conditions enjoyed by the employee immediately prior to the date of transfer and honour the (i) bonus arrangements in paragraph 2 above; and (ii) annual bonus opportunities severance protections provided for in paragraph 4 above.
6.5 For the purposes of paragraphs 6.2, 6.3 and 6.4 above, the financial year following the Completion Date is the 12 month period commencing on 1 April following Completion. Schedule 2 FINANCIAL INFORMATION REQUIREMENTS
1. Consolidated accounts of SABMiller presented in accordance with IFRS EU and IFRS-IASB, for the most recent three years for the purpose of:
(a) the SEC Registration (prepared under IFRS-IASB and audited in accordance with such bonuses PCAOB);
(b) the South African Listing and the South African Offer Prospectus (prepared under IFRS EU and audited in accordance with ISA);
(c) the Belgian Listing, the Belgian Merger and the Belgian Offer (prepared under IFRS EU and audited in accordance with ISA); and
(d) the Mexican Listing (prepared under IFRS-IASB and audited under the International Quality Control, Auditing, Review, Other Assurance, and Related Services Pronouncements of IFAC’s IAASB). (Alternatively, it is acceptable for the financial statements to be based on actual individual and financial performance during audited under the applicable performance periodauditing standards of the relevant entity’s country of origin, which is ISA for SABMiller.)
2. Audited (consolidated, where required or applicable) accounts of Newco presented and employee benefits that audited in accordance with the relevant standards for the period since its incorporation for the purpose of meeting any requirements necessary to effect items 1 (a) to (d) above.
3. Preliminary statements of annual results, half-yearly financial reports and interim financial statements (e.g. for the fiscal Q1 and Q3) of SABMiller and Newco (if applicable) since the date of the last published audited accounts of SABMiller and Newco (if applicable) which are substantially comparableto be published or are otherwise required for the purpose of:
(a) the SEC Registration;
(b) the UK Scheme Document;
(c) the South African Listing;
(d) the Belgian Listing;
(e) the Belgian Merger (in particular, in the aggregate, to the annual bonus opportunities and employee benefits provided to each such Company Employee immediately an accounting statement drawn up a maximum of 3 months prior to the Closing Date (excluding any one-time bonus payments such as sign on bonuses or similar payments and bonuses paid in connection with the transactions contemplated by the Agreement). Without limiting the generality date of the foregoingmerger proposal (projet de fusion));
(f) the Belgian Offer; and
(g) the Mexican Listing.
4. A description, as at the relevant date, of any known significant, material, anticipated or known potential change in SABMiller’s (or where applicable, Newco’s) financial or trading position (including significant changes in assets and liabilities) which has occurred since any interim statements were provided pursuant to paragraph 3 above (or where not applicable, paragraph 1 above), or confirmation that there is no such change, for the purpose of:
(a) the SEC Registration;
(b) the UK Scheme Document;
(c) the South African Listing and the South African Offer Prospectus;
(d) the Belgian Listing;
(e) the Belgian Merger;
(f) the Belgian Offer; and
(g) the Mexican Listing.
5. Information and access to SABMiller management as reasonably required by AB InBev for the purposes of preparing unaudited pro-forma financial information, including pro forma condensed balance sheets, pro forma condensed income statements, pro forma cash flow statements, any Company Employee (x) whose employment is terminated by Purchaser for any reason other than cause on or before accompanying explanatory notes reflecting the first anniversary effects of the Closing Date AB InBev/SABMiller combination and the related financing thereof, and details of the effect of full acceptance of the Transaction upon SABMiller’s (yor where applicable, Newco’s) who is not already entitled earnings, assets and liabilities. This will include reasonable access to severance pay through an agreement with financial reporting information and supplementary data to support the Company completion of a preliminary purchase price allocation to be included within the pro forma financial information. All of the above shall be entitled for the purpose of:
(a) the Belgian Listing, the Belgian Merger and the Belgian Offer;
(b) the SEC Registration;
(c) the South African Listing; and
(d) the Mexican Listing.
6. High level review of AB InBev forecasts for SABMiller (and Newco, if applicable) to facilitate preparation of, and reporting accountant’s procedures upon, a working capital statement for the amount of cash severance pay such Company Employee would have received if he or she separated from purpose of:
(a) the Company under Belgian Listing; and
(b) the severance policy maintained for Company Employees as set forth on Section 6.6(a) of South African Listing and the Disclosure Letter, provided such Company Employee complies with the policy’s prerequisites for receipt of such severance; provided, however, in each case such Company Employee shall be credited for service with the Company as described in Section 6.6(b) of the Agreement. After Closing, Purchaser shall assume (or by virtue of the transactions contemplated by this Agreement, be deemed to have assumed) all liabilities and obligations of the Company with respect to Company Benefit Plans and Employment AgreementsSouth African Offer Prospectus.
Appears in 1 contract
Samples: Co Operation Agreement
Continuing Employment. For a period beginning Buyer will offer employment effective as of Closing to all Dedicated Employees that will be listed on Disclosure Schedule 5.7(a) at the Closing Date base salaries and continuing until the first anniversary of the Closing Date, Purchaser shall provide all Company wages listed on such schedule and may make offers to other Dedicated Employees who continue to determined by Buyer in its sole discretion. Disclosure Schedule 5.7(a) will be employed with the Company following the Closing Date with: (i) base wages or salaries, as applicable, at least equal to those provided to each such Company Employee immediately by Buyer two Business Days prior to the Closing Date; . The employment of those employees who accept employment with Buyer ("Acquired Employees") shall transfer to Buyer effective as of the Closing Date. Commencing on the Closing Date, Acquired Employees shall be eligible for those plans of Buyer in effect for similarly situated existing employees of Buyer (other than severance, which shall be provided as set forth in Section 5.7(b), and vacation, which shall be provided as set forth in Section 5.7(h)). Buyer shall, as to all Acquired Employees (iii) annual bonus opportunities (cause its insurance carriers and benefit plan administrators or trustees to recognize service with such bonuses to be based on actual individual and financial performance during the applicable performance period) and employee benefits that are substantially comparable, in the aggregate, to the annual bonus opportunities and employee benefits provided to each such Company Employee immediately Seller prior to the Closing Date for purposes of eligibility to enroll in Buyer's welfare plans (excluding any one-time bonus payments e.g., its life, medical, dental, accident, disability and similar benefit plans) to the extent such as sign on bonuses or similar payments service was recognized by the comparable plans of Seller, and bonuses paid in connection (ii) recognize service with the transactions contemplated by the Agreement). Without limiting the generality of the foregoing, any Company Employee (x) whose employment is terminated by Purchaser for any reason other than cause on or before the first anniversary of Seller prior to the Closing Date for purposes of eligibility to participate and vesting under Buyer's 401(k) plan. Notwithstanding anything set forth below or herein to the contrary, (i) nothing in this Agreement shall create any obligation on the part of Buyer to continue the employment of any employee for any definite period following the Closing Date, and (yii) who is not already entitled to severance pay through an agreement with nothing in this Agreement shall preclude Buyer from altering, amending, or terminating any of its employee benefit plans, or the Company shall be entitled to the amount participation of cash severance pay any of its employees in such Company Employee would have received if he or she separated from the Company under the severance policy maintained for Company Employees as set forth on Section 6.6(aplans, at any time. For a period of one (1) of the Disclosure Letter, provided such Company Employee complies with the policy’s prerequisites for receipt of such severance; provided, however, in each case such Company Employee shall be credited for service with the Company as described in Section 6.6(b) of the Agreement. After year following Closing, Purchaser shall assume (Seller may not, nor will its agents, directly or by virtue of the transactions contemplated by this Agreement, be deemed indirectly solicit or recruit any Acquired Employees without Buyer's written consent. Seller will also use its Reasonable Efforts to have assumed) all liabilities and obligations of the Company with respect encourage Dedicated Employees to Company Benefit Plans and Employment Agreementscontinue employment until Closing.
Appears in 1 contract
