Employee Waivers. ActaMed shall ensure that all employees or agents who perform customer support services or have access to any Network Software (whether in preliminary or final form) have signed non-disclosure and assignment agreements that, at minimum, contain provisions (i) prohibiting the disclosure of Confidential Information to the same extent as is set forth in Section X hereof, and (ii) effecting the complete transfer and assignment (without further consideration) by such employee or agent to SBCL or ActaMed, as appropriate, of all right, title and interest to all software and documentation and any proprietary rights thereto to the extent required pursuant to the License Agreement.
Employee Waivers. A. In addition to courses as identified in Section 15.1, All full time and part-time employees may enroll in any other SWOCC course, and the Employer will waive tuition, per credit billing fees and per course registration fees. Self support fees and special program fees shall be paid by the employee.
Employee Waivers. From the list of employees identified by the Company on Section 3.15 of the Company Disclosure Letter as having change of control agreements in place as of the date hereof, Parent shall specify fifteen (15) of such employees who will be offered positions by Parent providing equal or better duties, responsibilities and total compensation, of whom at least twelve (12) shall have executed and delivered to Parent waivers of certain change in control benefits provided in such agreements to the satisfaction of Parent, and such waivers shall not have been in any way amended or rescinded; provided, however, if Parent is unable to offer equal or better total compensation to one or more of such specified employees, such employee(s) shall not be counted toward the number of employees who must execute and deliver the waivers described above, and the minimum number of waivers shall be reduced accordingly.
Employee Waivers. Without the prior consent of the Parent, the Company shall not (and shall cause each Company Subsidiary and Company Joint Venture not to) amend or waive any provision contained in the irrevocable waivers of the right to receive equity in the Surviving Corporation as a result of any change in control or severance agreement or otherwise that have been delivered to Parent by the Company on the date hereof.
Employee Waivers. Such Stockholder will (a) cooperate with Parent ---------------- and Acquisition in obtaining waivers, in form and substance reasonably satisfactory to Parent and Acquisition, of all terms of the Company Option Plan and all terms of outstanding Company Stock Options, which terms could prevent, restrict or impair the ability of Parent, Acquisition and the Company to effectuate fully the provisions of Section 2.14 of the Merger Agreement, and (b) use reasonable efforts to cause its Compensation Committee to interpret the Company Option Plan so as to enable the Company, Parent and Acquisition to effectuate fully the provisions of Section 2.14 of the Merger Agreement.
Employee Waivers. Xxxxx Xxxxxxx Xxxxxxxx, Xx. Xxxxxx X. Xxxx For purposes of Section 3.4, under the Company's Employment Agreements with other members of senior management (including Sr. Vice Presidents - Operations) the Transaction qualifies as a Change of Control. Should any of those individual's employment be terminated within 6 months following the Change of Control (12 months in the case of Xx. Xxxxxxx) other than for cause or by the individual for other than good reason, the individual would be entitled to severance. In each instance the severance payable upon termination following a Change of Control is equal to or less than the severance that would be payable if the individual were terminated other than for cause or by the individual for other than good reason, regardless of whether there was a Change of Control. Additionally, all stock options held by Xx. Xxxxxxx will automatically vest if his employment is terminated within 12 months following the Change of Control should his employment be terminated other than for cause or by the Xx. Xxxxxxx for other than good reason. The grants and options and related plans disclosed on Schedule 3.6 are incorporated herein.
Employee Waivers. The Company has received waivers from Xxxxx X. Xxxxxx and Xxxx X. Xxxxxx that no “change of control” provisions of their employment agreements each dated January 31, 2007 (the “Xxxxxx Employment Agreement” and the “Xxxxxx Employment Agreement”, respectively) shall be triggered by any of the transactions contemplated by this Agreement. Copies of such waivers have been provided to the Investors. 3.
Employee Waivers. Seller has received valid, binding and effective waivers from each of the employees of the Seller who is currently a “Participant” with issued and outstanding “Units” under the Incentive Plan (as such terms are defined in the Incentive Plan), which waivers consented to the termination of such Participant’s interest and rights in and to all of their Units granted pursuant to the Incentive Plan. No employee of Seller who is or was a Participant in the Incentive Plan has any present and/or future right, title and interest in and to the Portfolio Interest.
Employee Waivers. Each employee of Holdings and Fasteners and any of their subsidiaries who may be entitled to any payments under any "change of control" provisions in any employment agreement or arrangement as a result of the consummation of the transactions contemplated hereby or by any other Transaction Document shall deliver to Holdings and Fasteners a waiver of all such payments to which such employee may be entitled.
Employee Waivers. Healtheon shall ensure that all employees or agents who perform customer support services have signed non-disclosure agreements that, at minimum, contain provisions prohibiting the disclosure of Confidential Information to the same extent as is set forth in Section 12 hereof.
