Common use of Employee Service Credit Clause in Contracts

Employee Service Credit. Parent (i) will give, and cause its Affiliates to give, each Company Employee service credit granted by the Company prior to Closing under any comparable Company Benefit Plan for all purposes (including eligibility to participate, vesting in eligible benefits and levels of benefits) other than for benefit accrual purposes under a defined benefit pension plan; provided that Company Employees will not be entitled to the benefit of any grandfathered benefit formula that would not be provided to any employee first hired by Parent on or after the Effective Time, (ii) will give, and cause its Affiliates to give, each Company Employee service credit granted by the Company prior to Closing under any comparable personnel policies that cover such Company Employee after the Closing Date, including any severance, vacation and sick leave, for purposes of entitlement to benefits thereunder, (iii) will allow, and cause its Affiliates to allow, such Company Employees to participate in each Company Benefit Plan providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care insurance) in the plan year in which the Closing occurs without regard to preexisting-condition limitations, waiting periods, evidence of insurability or other exclusions or limitations, and (iv) will credit, and cause its Affiliates to credit, the Company Employee with any expenses that were covered by the Company Benefit Plans for purposes of determining deductibles, co-pays and other applicable limits under the Company Benefit Plan in which they participate and any similar replacement plans.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp), Agreement and Plan of Merger (Solutia Inc)

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Employee Service Credit. Parent (i) will give, and or cause its Affiliates the Surviving Corporation to give, each Company Retained Employee service credit granted by the Company or any of its Subsidiaries prior to Closing for purposes of eligibility to participate and vesting and determination of level of severance pay under the benefit plans made available to similarly situated employees (which for the avoidance of doubt does not include service credit for purposes of benefit accrual under any comparable Company Benefit Plan for all purposes Parent (including eligibility to participate, vesting in eligible benefits and levels of benefitsor other Parent Affiliate) other than for benefit accrual purposes under a defined benefit pension plan or retiree health or retiree welfare benefit plan; provided that Company Employees will not be entitled to the benefit of any grandfathered benefit formula that would not be provided to any employee first hired by Parent on or after the Effective Time), (ii) will give, and or cause its Affiliates the Surviving Corporation to give, each Company Retained Employee service credit granted by the Company or any of its Subsidiaries prior to Closing under any comparable personnel policies that cover such Company the Retained Employee after the Closing Date, including any severance, vacation and sick leave, for purposes of entitlement to benefits thereundervacation and sick leave, (iii) will allow, and cause its Affiliates to allow, allow such Company Retained Employees to participate in each Company Benefit Plan plan providing welfare benefits (including health medical, life insurance, long-term disability insurance and long-term care insurance) in the plan year in which the Closing occurs without regard to preexisting-condition limitations, waiting periods, evidence of insurability or other exclusions or limitationslimitations not imposed on the Retained Employee by the corresponding Benefit Plans immediately prior to the Closing Date, and (iv) if any of the Benefit Plans that are health or medical benefit plans are terminated or replaced prior to the end of the plan year that includes the Closing Date, Parent will creditcredit the Retained Employee, and or cause its Affiliates the Retained Employee to creditbe credited, the Company Employee with any expenses that were covered by the Company such Benefit Plans for purposes of determining deductibles, co-pays and other applicable limits under the Company Benefit Plan in which they participate and any similar replacement plansplans of Parent or Surviving Corporation with respect to the plan year that includes the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cumulus Media Inc)

Employee Service Credit. Parent (i) will give, and will cause its Affiliates to to, give, each Company Employee credit for service credit granted by with the Company and any Company Subsidiary or predecessor employer prior to the Closing Date under any comparable Company Benefit Plan Plan, to the same extent recognized by the Company or any Company Subsidiary under any comparable employee benefit plans maintained by Parent or its Affiliates (including, for the avoidance of doubt, the Surviving Corporation and its Subsidiaries) for all purposes (including eligibility to participate, vesting in eligible benefits and levels of benefits) other than for benefit accrual purposes under a defined benefit pension plan; provided except that Company Employees will not be entitled to the benefit of any grandfathered benefit or benefit formula that would not be provided to any employee first hired by Parent on or after the Effective Time, (ii) will give, and cause its Affiliates to give, each Company Employee service credit granted by for service with the Company and any Company Subsidiary or predecessor employer prior to the Closing Date under any a comparable personnel policies policy of the Company that cover covers such Company Employee after the Closing Date, including any severance, Date with respect to vacation and sick leave, for purposes of entitlement to benefits thereunder, (iii) subject to Section 6.4(d), will allow, and cause its Affiliates to allow, such Company Employees to participate in each Company Benefit Plan and any substitute employee benefit plan maintained by Parent or its Affiliates providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care insurance) in the plan year in which the Closing occurs without regard to preexisting-condition limitations, waiting periods, evidence of insurability or other exclusions or limitations, limitations to the extent otherwise satisfied as of the Closing and (iv) will credit, and cause its Affiliates to credit, the Company Employee with any expenses that were covered by the Company Benefit Plans for purposes of determining deductibles, co-pays and other applicable limits under the Company Benefit Plan in which they participate and any similar replacement plans.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powersecure International, Inc.)

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Employee Service Credit. Parent (i) will give, and or cause its Affiliates the Surviving Corporation to give, each Company Retained Employee service credit granted by the Company prior to Closing under any comparable Company Benefit Plan benefit plan solely for all purposes (including of eligibility to participate, participate and vesting in eligible benefits and levels provided that Retained Employees will in all events only be eligible to participate in a Parent employee benefit plan based on benefits available to similarly situated employees as if hired by Parent as of benefits) other than the Closing Date (which for the avoidance of doubt does not include service credit for a benefit accrual purposes under a in any Parent defined benefit pension plan or retiree health or retiree welfare benefit plan; provided that Company Employees will not be entitled to the benefit of any grandfathered benefit formula that would not be provided to any employee first hired by Parent on or after the Effective Time), (ii) will give, and or cause its Affiliates the Surviving Corporation to give, each Company Retained Employee service credit granted by the Company prior to Closing under any comparable personnel policies that cover such Company the Retained Employee after the Closing Date, including any severance, vacation and sick leave, for purposes of entitlement to benefits thereundervacation and sick leave, (iii) will allow, and cause its Affiliates to allow, allow such Company Retained Employees to participate in each Company Benefit Plan plan providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care insurance) in the plan year in which the Closing occurs without regard to preexisting-condition limitations, waiting periods, evidence of insurability or other exclusions or limitationslimitations not imposed on the Retained Employee by the corresponding Plans immediately prior to the Closing Date, and (iv) if any of the Welfare Plans are terminated prior to the end of the plan year that includes the Closing Date, Parent will credit, and cause its Affiliates to credit, credit the Company Retained Employee with any expenses that were covered by the Company Benefit Plans for purposes of determining deductibles, co-pays and other applicable limits under the Company Benefit Plan in which they participate and any similar replacement plans.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sterling Chemicals Inc)

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