EMPLOYEES AND CERTAIN OTHER MATTERS Sample Clauses

EMPLOYEES AND CERTAIN OTHER MATTERS. (a) Upon consummation of the Merger all employees of Bristol at the Effective Time of the Merger shall become employees of BOF. Bancshares, Bristol and BOF reserve the right to terminate any such employee, and to modify the job duties, compensation and authority of such employee. At the Effective Time, all such employees shall be eligible for such employee benefits as are generally available to employees of BOF having like tenure, officer status and compensation levels except: (i) all executive and senior level management bonuses, stock options, restricted stock and similar benefits shall be at the discretion of Bancshares’ Compensation Committee; and (ii) all such employees shall be given full credit for all prior service as employees of Bristol. (b) Bancshares and BOF will obtain a waiver of any pre-existing condition exclusion under any Bancshares Employee Benefit Plans that are group health plans for which any employees and/or officers (or dependents thereof) of Bristol covered by Employee Benefit Plans as of the date of Closing shall become eligible, to the extent: (i) such pre-existing condition was covered for a period of at least one year under a similar group health plan previously maintained by Bristol; and (ii) the individual affected by the pre-existing condition was covered by Bristol’s corresponding group health plan on the date immediately preceding the Effective Time. Bancshares and BOF shall further use their reasonable best efforts to shorten any pre-existing exclusion periods under any Bancshares Employee Benefit Plan to the extent that such period exceeds in duration any corresponding provision in an Employee Benefit Plan immediately prior to Closing. Bancshares and BOF shall credit employees of Bristol for amounts paid under Employee Benefit Plans during the year of Closing, that are group health plans for purposes of applying deductibles, co-payments and out-of-pocket limitations under such Bancshares Employee Benefit Plan.
Sample 1
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EMPLOYEES AND CERTAIN OTHER MATTERS. All employees of Citizens and Bank at the Effective Time shall become employees of Whitney's Bank. Although Whitney's present intention is to retain Citizens' and Bank's employees, Whitney's Bank retains the right to terminate any such employee, and to modify the job duties, compensation and authority of such employee. At the Effective Time, all persons then employed by Citizens and Bank shall be eligible for such employee benefits as are generally available to employees of Whitney's Bank having like tenure, officer status and compensation levels except (i) all executive and senior level management bonuses, stock options, restricted stock and similar benefits shall be the discretion of Whitney's Bank's Compensation Committee and (ii) all Citizens and Bank employees who are employed at the Effective Time shall be given full credit for all prior service as employees of Citizens or Bank provided, however, that all such employees shall be treated as newly hired Whitney's Bank employees (i.e., prior service credit with Citizens and Bank shall not be considered in determining future benefits under Whitney's Bank's deferred benefit pension plan) for all purposes of Whitney's Bank's defined benefit pension plan. Contemporaneously with Citizens' delivery of its Schedule of Exceptions, Whitney and Citizens shall supplement this Agreement respecting the post-Closing roles of the Citizens directors and certain matters with respect to the Bank's executive officers.
Sample 1
EMPLOYEES AND CERTAIN OTHER MATTERS. 37 5.24. Whitney Conduct of Business....................................................................... 39 5.25. Holding Stock Options............................................................................. 39
Sample 1
EMPLOYEES AND CERTAIN OTHER MATTERS. (a) All employees of Holding and the Bank shall become or remain employees of the Bank upon consummation of the Company Merger, and upon consummation of the Bank Merger all employees of the Bank at the effective time of the Bank Merger shall become employees of WNB. Whitney, the Bank and WNB reserve the right to terminate any such employee, and to modify the job duties,
Sample 1
EMPLOYEES AND CERTAIN OTHER MATTERS. All employees of Old Florida and OFB upon consummation of the Mergers shall become employees of Bancshares or BOF. Notwithstanding the foregoing, at and after the Effective Time, Bancshares and BOF reserve the right to terminate any such employee, and to modify the job duties, compensation and authority of such employee. At the Effective Time, all such employees shall be eligible for such employee benefits as are generally available to employees of BOF or Bancshares having like tenure, officer status and compensation levels except: (i) all executive and senior level management bonuses, stock options, restricted stock and similar benefits shall be at the discretion of Bancshares’ Compensation Committee; (ii) all such employees shall be given full credit for all prior service as employees of Old Florida or OFB to the extent permitted by any of Bancshares’ or BOF’s service providers and (iii) for all such employees who are participants in Old Florida’s or any of its Subsidiaries’ group medical/health insurance plans as of the Effective Time, there shall be no exclusion of coverage for pre-existing conditions, and, if the Effective Time falls within an annual period of coverage under any group health plan of Bancshares or any of its Subsidiaries, each such employee shall be given credit for covered expenses paid by that employee under comparable employee benefit plans of Old Florida and its Subsidiaries during the applicable coverage period through the Effective Time towards satisfaction of any annual deductible limitation and out-of-pocket maximum that may apply under that group health plan of Bancshares and its Subsidiaries.
Sample 1

Related to EMPLOYEES AND CERTAIN OTHER MATTERS

  • Consultants and Employees Bound Recipient agrees to disclose the Confidential Information to any agents, affiliates, directors, officers or any other employees (collectively, the “Employees”) solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or taken appropriate measures imposing on such Employees a duty to third parties (1) to hold any third party proprietary information received by such Employees in the strictest confidence, (2) not to disclose such third party Confidential Information to any other third party, and (3) not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Company.

  • Employees and Consultants Pubco does not have any employees or consultants, except as disclosed in the Pubco SEC Documents.

  • Employment of Consultants In order to assist the Borrower in carrying out the Project, the Borrower shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. Such consultants shall be selected in accordance with principles and procedures satisfactory to the Association on the basis of the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981. 1. For the purposes of this Schedule:

  • Employees and Labor Matters (a) No Acquired Company has or has ever had any employees. (b) Except as set forth on Schedule 4.18(b): (i) the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employees.

  • Employees and Subcontractors It is understood that, from time to time, it may become necessary for the Contractor to replace an individual working as an employee or subcontractor of the Contractor. All such removals or replacements shall be subject to Owner’s prior approval. Owner reserves the right to approve a replacement, which approval shall not be unreasonably withheld, or terminate the Work, either partially or in its entirety without further obligation to the Contractor thereunder other than to remit payment for the Work rendered up to the termination date. Contractor agrees that Owner may, at any time, with cause, require Contractor to remove an individual from the performance of the Work. An election by Owner of any of its rights under this Section 19 shall not affect the Contractor’s responsibilities, liabilities or warranties under this Agreement.

  • Employees and Contractors The Recipient agrees to disclose Confidential Information to any agents, affiliates, directors, officers, or any other employees, collectively known as the “Employees,” solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or have taken appropriate measures imposing on such Employees a duty to third parties: i.) To hold any third-party proprietary information received by such Employees in the strictest confidence; ii.) Not to disclose such third-party Confidential Information to any other third party; and iii.) Not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Owner.

  • Non-Solicitation of Employees and Consultants During the Period of Employment and for a period of twenty-four (24) months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Affiliate of the Company to leave the employ or service, as applicable, of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Affiliate of the Company until twelve (12) months after such individual’s employment relationship with the Company or such Affiliate has been terminated.

  • Employees and Independent Contractors Party agrees that it shall comply with the laws of the State of Vermont with respect to the appropriate classification of its workers and service providers as “employees” and “independent contractors” for all purposes, to include for purposes related to unemployment compensation insurance and workers compensation coverage, and proper payment and reporting of wages. Party agrees to ensure that all of its subcontractors or sub-grantees also remain in legal compliance as to the appropriate classification of “workers” and “independent contractors” relating to unemployment compensation insurance and workers compensation coverage, and proper payment and reporting of wages. Party will on request provide to the Agency of Human Services information pertaining to the classification of its employees to include the basis for the classification. Failure to comply with these obligations may result in termination of this Agreement.

  • Limitations on the Company’s Activities This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

  • Limitations on Consultations The Advisor is prohibited from consulting with other advisors of the Fund, except Vanguard, concerning transactions for the Fund in securities or other assets.

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