Employee Benefits and Employees. (a) Neither the terms of Section 6.03 hereof nor the provision of any employee benefits by Horizon or any of its Subsidiaries to employees of WBKC or any of its Subsidiaries shall: (a) create any employment contract, agreement, or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of WBKC or any of its Subsidiaries; or (b) prohibit or restrict Horizon or its Subsidiaries, whether before or after the Effective Time, from changing, amending, or terminating any employee benefits provided to its employees from time to time.
Employee Benefits and Employees. Newco shall have no obligation to any employee of Company for any reason.
Employee Benefits and Employees. (a) Section 3.12(a)(i) of the AMNB Disclosure Schedule sets forth a true and complete list of all AMNB Benefit Plans. For purposes of this Agreement, the term “
Employee Benefits and Employees. (a) Nothing in this Agreement nor the actions contemplated hereby shall: (a) create any employment contract, agreement, or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of HopFed or any of its Subsidiaries; or (b) prohibit or restrict First Financial or its Subsidiaries, whether before or after the Effective Time, from changing, amending, or terminating any employee benefits provided to its employees from time to time.
Employee Benefits and Employees. (a) Schedule 4.14(a) lists each Employee Benefit Plan. Each Employee Benefit Plan complies in form and in operation in all material respects with the applicable requirements of ERISA, and the Code or, in the case of Employee Benefit Plans maintained or contributed to by EFC, applicable laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect;
Employee Benefits and Employees. (a) Neither the terms of Section 5.03 hereof nor the provision of any employee benefits by THSB to employees of FSB shall: (i) create any employment contract, agreement, or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of FSB; or (ii) prohibit or restrict THSB, whether before or after the Effective Time, from changing, amending, or terminating any employee benefits provided to its employees from time to time.
Employee Benefits and Employees. (i) Section 5.1(i)(i) of the Company Disclosure Letter sets forth an accurate and complete list of each material Benefit Plan. For purposes of this Agreement, “
Employee Benefits and Employees. (a) Neither the terms of Section 6.02 hereof nor the provision of any employee benefits by FFC or any of its Subsidiaries to employees of HBI or any of its Subsidiaries shall: (a) create any employment contract, agreement, or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of HBI or any of its Subsidiaries; or (b) prohibit or restrict FFC or its Subsidiaries, whether before or after the Effective Time, from changing, amending, or terminating any employee benefits provided to its employees from time to time. Before the date that is sixty (60) days prior to Closing, FFC will use its best efforts to notify HBI of the employees FFC intends to retain after the Effective Time. Prior to the Closing Date, HBI or Xxxxxxx Bank & Trust shall be responsible for timely giving any notices to, and terminating as of the Effective Time, any employees whose employment will not be continued by FFC, and HBI shall pay any and all amounts which are then due and payable to such employees in connection with the termination of their employment, including, without limitation, all accrued vacation and sick pay.
Employee Benefits and Employees. 5.9.1 The parties understand that, as MidCity will ultimately be the surviving corporation of a merger with the Surviving Corporation which is intended to be consummated immediately after the effectiveness of the Merger, those Plans sponsored by the Company immediately before the Effective Time will, as a matter of law, continue to be sponsored by MidCity from and after the Effective Time, and that, from and after the Effective Time, MidCity will continue to be vested with all of the powers, rights, duties, obligations and liabilities vested in the Company with respect to each such Plan immediately before the Effective Time. Notwithstanding the foregoing, from and after the date of this Agreement and prior to the Effective Time, the Company and its representatives will use commercially reasonable efforts to cause the Company to (i) amend its ESOP to provide for applying so much as is necessary of the Merger Consideration received by the ESOP with respect to unallocated shares of Company Common Stock to repay in full the outstanding balance of the ESOP loan and allocating the remainder, if any, of the Merger Consideration received by the ESOP with respect to unallocated shares of Company Common Stock as earnings to the accounts of ESOP participants and former participants in proportion to their account balances; (ii) amend the ESOP to provide for its termination effective as of the Effective Time; and (iii) submit to the appropriate office of the Internal Revenue Service an application for determination on termination of the ESOP; and (iv) otherwise maintain the status of the ESOP as a plan qualified under Sections 401(a) and 4975 of the Code. The application for determination on termination will be subject to approval by counsel for MidCity, which approval will not be unreasonably withheld. At the Effective Time, the Company will cause the outstanding balance of the ESOP loan to be repaid in full with the Merger Consideration received by the ESOP as to unallocated shares of Company Common Stock. If the Internal Revenue Service issues a favorable determination letter with respect to the termination of the ESOP (including the proposed allocation of Merger Consideration), the Company will, as soon thereafter as it deems practicable, (A) make the proposed allocation of the amount of Merger Consideration received by the ESOP as to unallocated shares and not needed to repay the ESOP loan balance to the accounts of currently employed ESOP participants; (B) termin...
Employee Benefits and Employees. (a) Neither the terms of Section 6.03 hereof nor the provision of any employee benefits by Horizon or any of its Subsidiaries to employees of Heartland or any of its Subsidiaries shall: (a) create any employment contract, agreement or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of Heartland or any of its Subsidiaries; or (b) prohibit or restrict Horizon or its Subsidiaries, whether before or after the Effective Time, from changing, amending or terminating any employee benefits provided to its employees from time to time.
