Employee Offers. Prior to the Closing Date, SeraNova or one of its Subsidiaries shall have made a written offer of employment or engagement to each employee, independent contractor or consultant working in the SeraNova Business listed on SCHEDULE 7.1 hereto. Such employment offers shall provide that such individual shall commence work for SeraNova or the named Subsidiary on or before the Closing Date. Such employment offers shall also require that such individual shall, prior to the Closing Date, inform SeraNova of his or her intention to accept or decline such offer and, if such individual intends to accept such offer, to resign his or her employment with Intelligroup prior to or as of the Closing Date.
Employee Offers. Before the Closing, the Purchaser may make an offer of employment (“Offer”) to each current employee of WAC set forth on Schedule 6.6(a) (the “WAC Employee Offerees”), with such employment, if accepted, to be effective upon Closing. At or before the Closing, each Employee Offeree shall either accept or reject the Offer, and each such Offer shall automatically terminate upon Closing if not previously accepted.
Employee Offers. Symantec hereby consents to Buyer extending offers of employment to all or any lesser number of Business Employees, such offers (i) to include (a) comparable salary, seniority, and job title terms as the Business Employees currently have with Symantec and (b) comparable benefits to those offered to similarly situated employees of BEA, and (ii) to be contingent upon the Closing. To facilitate such process, Symantec will cooperate with Buyer in identifying those Business Employees that Buyer may wish to hire and will provide Buyer with reasonable access to and the opportunity to meet and interview any Business Employee for the purpose of negotiating offers of employment contingent upon the Closing. Symantec will use its reasonable efforts to retain Business Employees as employees through the Closing Date and assist Buyer in securing the employment, commencing on the Closing Date, of those Business Employees to whom Buyer (or an affiliate designated by Buyer) makes offers of employment. Symantec hereby waives, with respect to the employment by Buyer of such Business Employees who accept offers of employment from Buyer, any claims or rights Symantec may have against Buyer with respect to such offer of employment. Symantec understands and acknowledges that any such Business Employees hired by Buyer shall be treated as "new hires" and Buyer's sole obligation to Symantec or such Business Employees shall be as set forth in the Transition Agreement (as defined below).
Employee Offers. Seller shall provide Buyer with information reasonably requested by Xxxxx with respect to compensation and benefits of the Institutional Employees. Not later than ten (10) Business Days prior to the Closing Date, Buyer shall offer to hire, to be effective as of the Closing Date but contingent on the Closing, the Institutional Employees. Buyer will offer employment to the Institutional Employees on terms and conditions of employment substantially similar in all respects, including compensation and benefits substantially similar in the aggregate, (but not including any equity compensation, deferred compensation or 401(k) plan) to those in effect with Seller immediately prior to the Closing (each, a “Qualified Offer”).
Employee Offers. (a) Effective as of the Effective Time, Purchaser or an Affiliate of Purchaser shall offer to employ, on an at-will basis, each of the Product Employees listed on Schedule 9.1(a)(1) (provided that such list shall in no event exceed eighty-seven (87) individuals, and after review of the employment records and/or interview of each listed individual (which in no event shall occur prior to HSR approval), Purchaser, in its discretion, may decline to offer employment to any Product Employee for valid, job-related reasons and provided further that Purchaser, in its discretion, will determine its staffing needs and therefore the aggregate number of Product Employees to be offered employment and the tasks to be performed by them) so long as (i) each such employee is currently performing his or her regular tasks during what have been customarily scheduled work hours for its salespersons; (ii) as of the Effective Time, each such employee is then able to perform the essential functions of the positions to be offered by Purchaser, with or without reasonable accommodation, and (iii) each such employee is already subject to or, prior to hire by Purchaser, signs a trade secret, confidentiality, “work for hire,” non-compete, and any other similar agreement or agreements proffered by and with Purchaser, with such employment, if accepted, to commence as of the Effective Time. Such offers of employment shall be delivered to applicable Product Employees at least five (5) Business Days prior to the Closing or as soon as practicable thereafter but, in any event, prior to the Closing. The Product Employees who become employed by Purchaser are herein referred to as the “Hired Employees”.
Employee Offers. (a) On or prior to the Closing Date (or, solely with respect to any employee employed on-site at any Leased Real Property that constitutes a Designation Rights Asset (each, a “Selected Employee”), the date on which the lease or sublease for such Leased Real Property is assumed by the applicable Seller and assigned to the Purchaser in accordance with Section 1.5) the Purchaser shall offer employment (on an “at-will” basis) with the Purchaser or one of its Affiliates to such employees of the Sellers or its Affiliates as determined by the Purchaser in its sole and absolute discretion . For each individual who is not a Union Employee, each such offer of employment shall be for a substantially comparable position and at the substantially same hourly wage rate or salary level (excluding performance-based or incentive compensation, bonuses and equity-based compensation, as applicable) in effect immediately prior to the Execution Date; provided, however, that with respect to Transferred Employees who enter into written employment Contracts with the Purchaser at the Closing (the “New Employment Contracts”), the terms of such New Employment Contracts shall govern such Transferred Employee’s employment. In addition, any offer of employment to any such employee of the Sellers who is a party to a written employment Contract with a Seller that entitles such employee to severance upon a termination of employment by such Seller will require, as a condition to the acceptance of such offer of employment, that such employee waive in writing such employee’s right to receive such severance from the Sellers and the Purchaser; provided, however, that the Purchaser shall be entitled to waive such condition if such employee does not agree to provide such waiver. Notwithstanding the foregoing, subject to the CBA, nothing in this Agreement will, after the Closing Date, impose on the Purchaser any obligation to retain any Transferred Employee in its employment or the employment of any of its Affiliates.
Employee Offers. Parent will confirm “at will” employment to all employees of the Company, and to those consultants listed on Schedule 7.9(a)(i); provided, however, that Parent’s offer of employment shall be subject to and in compliance with Parent’s standard human resources policies and procedures and may be contingent upon such persons executing standard employment related documentation and acknowledging that they continue to be bound by and Parent is a beneficiary of any confidentiality and inventions assignment agreements between such person and the Company. Parent agrees that employees following the Closing shall be eligible to receive salary and employee benefits (such as medical benefits, bonuses and participation in Parent’s 401(k) Plan) consistent with Parent’s standard employment practices, provided that the offer of employment to all employees, and the consultants listed on Schedule 7.9(a)(i), shall be for a salary mutually determined by the Company and Parent. Parent agrees that from and after the Closing it will provide Parent’s standard employee benefit package (the “Post-Closing Benefits”) to all of the Company’s employees who are offered and accept employment with Parent. Nothing in this Agreement shall limit Parent’s right to terminate any employee or to amend or terminate any of the Post-Closing Benefits at any time. Those employees identified by Parent and listed on Schedule 7.9(a)(i) (“Key Employees”) shall be required to accept employment with Parent or the Surviving Corporation as a condition to the Closing. Prior to the Effective Time, the Company shall grant additional Company Options to purchase an aggregate of 2,000,000 shares of Company Common to those employees who shall remain employed by Parent or the Surviving Corporation in the amounts opposite each employee’s name on Schedule 7.9(a)(ii) hereto, such Company Options to be in accordance with the Company’s standard four (4) year vesting schedule with a one-year cliff, unless otherwise specified on Schedule 7.9(a)(ii); provided, however, Parent shall have the right to amend Schedule 7.9(a)(ii) after consulting with the Company prior to the Effective Time if any employee listed therein refuses his or her offer of employment.
Employee Offers. The PHH Parties and Buyer will implement the provisions set forth on Section 4.11(a) of the PHH Disclosure Letter.
Employee Offers. Buyer shall offer to employ, on terms and conditions to be established by Buyer prior to making such offer to employ, all of the Division's current employees other than those identified on Schedule 3.1 hereto. Buyer shall not offer employment after Closing to persons identified on Schedule 3.1 hereto.
Employee Offers. 46 9.2 BENEFITS....................................................47 9.3
