Effect of Closing on Employment Matters Sample Clauses
Effect of Closing on Employment Matters
Effect on Employment Neither the grant of the Stock Option, nor the issuance of Shares upon exercise of the Stock Option, will give the Optionee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.
No Effect on Employment Subject to any employment contract with the Employee, the terms of such employment will be determined from time to time by the Company, or the Subsidiary employing the Employee, as the case may be, and the Company, or the Subsidiary employing the Employee, as the case may be, will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause. The transactions contemplated hereunder and the vesting schedule set forth on the first page of this Agreement do not constitute an express or implied promise of continued employment for any period of time. A leave of absence or an interruption in service (including an interruption during military service) authorized or acknowledged by the Company or the Subsidiary employing the Employee, as the case may be, shall not be deemed a Termination of Service for the purposes of this Agreement.
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
Effect of Change in Control In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.
Employment Matters (a) Section 3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of Seller as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of Seller for services performed on or prior to the date hereof have been paid in full (or accrued in full on the balance sheet) and there are no outstanding agreements, understandings or commitments of Seller with respect to any compensation, commissions, bonuses or fees. (b) Seller is not a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any employee of Seller, and, to Seller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting Seller or any of its employees. Seller has no duty to bargain with any Union. (c) Seller is and has been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices. All individuals characterized and treated by Seller as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of Seller classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. There are no Actions against Seller pending, or to the Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, or independent contractor of Seller.
Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of Security or its subsidiaries, or grant any salary or wage increase or increase any employee benefit, (including incentive or bonus payments) except (i) for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice, (ii) for other changes that are required by applicable law, or (iii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof.
Labor and Employment Matters (a) Except as set forth on Section 3.9(a) of the Company Disclosure Schedules, no union or other labor organization has been recognized or certified as the representative of any Business Employee for purposes of collective bargaining, and neither the Company nor any of its Affiliates is a party to any collective bargaining agreement or any other agreement currently in effect with any labor organization or other employee representative body applicable to any Business Employee (each, a “CBA”), nor is any such agreement being negotiated by the Company or any of its Affiliates applicable to any Business Employee as of the date hereof. The Company has provided Purchaser Sub with true and correct copies of all CBAs set forth on Section 3.9(a) of the Company Disclosure Schedules. (b) To the Company’s knowledge, as of the date hereof, there is no union organizing activity ongoing among the Business Employees, nor has any union or labor organization made any demand for recognition with respect to any Business Employee. As of the date hereof and since the Applicable Date, there are and have been no strikes, work stoppages, slowdowns, lockouts or similar labor disputes pending or, to the knowledge of the Company, threatened in writing by, or on behalf of, any Business Employee, in each case, that would be material to the Acquired Stores and the Distribution Centers. Except as set forth on Section 3.9(b) of the Company Disclosure Schedules, as of the date hereof, there are no grievances pending against the Company or any of its Affiliates relating to the Business Employees, the Acquired Stores or the Distribution Centers by or before any judicial, administrative or arbitral tribunal, board, authority, agency, body, or court arising out of labor and employment or relating to union recognition, accretion, or card check/neutrality agreements between the Company and any union, except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Stores and the Distribution Centers, taken as a whole. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no actions, charges, complaints, government investigations or other proceedings by or on behalf of any Business Employee pending against the Company or any of its Affiliates, by or before any judicial, administrative or arbitral tribunal, board, authority, agency, body or court which arise out of labor or employment. With respect to the Business Employees, the Company and its Affiliates are and have been in compliance, in all material respects, with all applicable Laws regarding employment, labor and wage and hour matters, including the payment of wages for all time worked, the payment of overtime, discrimination, sexual harassment, civil rights, immigration, safety and health, workers’ compensation, classification of employees and independent contractors, classification of exempt and non-exempt status for overtime eligibility purposes, plant closing and layoff or other notices, including under the Worker Adjustment and Retraining Notification Act of 1988 and the regulations promulgated thereunder (the “WARN Act”), or any similar state or local law, and the collection and payment of withholding taxes, Social Security taxes and similar Taxes. (d) This Section 3.9 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to employment matters.
Effect Upon Employment The Participant’s right to continue to serve the Company or any of its subsidiaries as an officer, employee, or otherwise, is not enlarged or otherwise affected by an award under this Agreement. Nothing in this Agreement or the Plan gives the Participant any right to continue in the employ of the Company or any of its subsidiaries or to interfere in any way with any right the Company or any subsidiary may have to terminate his or her employment at any time. Payment of Shares is not secured by a trust, insurance contract or other funding medium, and the Participant does not have any interest in any fund or specific asset of the Company by reason of this Award or the account established on his or her behalf. A Performance Share Unit confers no rights as a shareholder of the Company until Shares are actually delivered to the Participant.
Employee Matters (a) SBEEG shall be responsible for, and the Parent Indemnified Persons shall be indemnified and held harmless by the Members from, against and in respect of any and all actual Losses (whether or not such Losses relate to a Third Party Claim), which all or any of such Parent Indemnified Persons may suffer or sustain as a result of, directly or indirectly relating to, or arising out of any notices, payments, benefits, fines, penalties, backpay, and damages required under WARN relating to any “plant closing” or “mass layoff” (as defined in WARN) (or similar triggering event) caused in part by the termination of employees of Spoonful working at the Company before the Closing. (b) From and after the Closing Date, the Surviving Company shall not be liable for any claims and liabilities under any welfare plans, regardless of when such claims or liabilities arise or are asserted. To the extent the Surviving Company provides any substantially similar welfare plans as those maintained by Spoonful with respect to the Business Employees providing services to the Company, the Surviving Company shall use commercially reasonable efforts to cause credit to be given (without duplication; and not to an extent greater than counted immediately before the Closing Date for comparable purposes) to all employees of the Company and their eligible dependents and beneficiaries for any premiums, co-payments and deductibles paid on or prior to the Closing Date in satisfying any deductible and out-of-pocket expense requirements under any new group medical plan for the current plan year. (c) Effective as of the Closing Date, the Parent will use commercially reasonable efforts to count (without duplication; and not to an extent greater than counted immediately before the Closing Date for comparable purposes) the service of all employees with the Company under the Surviving Company's vacation policy and welfare benefit plans to the extent applicable to such employees. In addition, the Surviving Company shall use commercially reasonable efforts to count (without duplication; and not to an extent greater than counted immediately before the Closing Date for comparable purposes) such service but only in determining each employee's eligibility to participate in, and each such employee's vested percentage in, each of the Surviving Company's employee benefit plans (as defined in Section 3(3) of ERISA) which are subject to ERISA and are applicable to such employee, but, for the avoidance of doubt, not for benefit accrual purposes. (d) It is expressly acknowledged, understood and agreed that nothing herein is intended to or does or shall constitute an amendment to or requirement to establish any employee benefit or other plan or grant any Person any rights as a third party beneficiary of this Agreement.
RESTRICTIONS ON EMPLOYMENT OF FORMER STATE OFFICER OR EMPLOYEE The Engineer shall not hire a former state officer or employee of a state agency who, during the period of state service or employment, participated on behalf of the state agency in this agreement’s procurement or its negotiation until after the second anniversary of the date of the officer’s or employee’s service or employment with the state agency ceased.