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.
Employees and Contractors. This Charter is not an employment contract. No officer, employee, agent, or subcontractor of the School is an officer, employee, or agent of the Commission or the Department.
Employees and Contractors. The number of employees or contractors used by Operator in conducting operations hereunder, their selection, and the hours of labor and the compensation for services performed shall be determined by Operator, and all such employees or contractors shall be the employees or contractors of Operator.
Employees and Contractors. (a) With respect to any Offered Employee, Parent shall, and shall cause the Company to, assist Acquirer with its efforts to enter into Employment Documents with such employee as soon as practicable after the date hereof and in any event prior to the Closing Date. Notwithstanding any of the foregoing, Acquirer shall not have any obligation to make an offer of employment to any employee of the Company (other than the Employment Documents previously extended to and executed by the Key Employees on the Agreement Date). With respect to matters described in this Section 5.8(a), none of the Group Companies shall send any notices or other communication materials to any of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior to the Agreement Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement Date, (ii) have notified Acquirer that they will not accept an offer of continued employment with the Company or Acquirer on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day prior to the Closing Date (each employee in (i), (ii) or (iii), a “Designated Employee”).
(b) Parent shall use commercially reasonable efforts to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”) and to cause such Specified Contractors to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or the Company shall cause the relationships of each consultant or independent contractor with the Company and each Subsidiary who are not Specified Contractors to be terminated at or prior to ...
Employees and Contractors. (a) The Company shall cooperate and work with Acquiror to help Acquiror identify key employees of the Company and each Company Subsidiary to whom Acquiror will seek to enter into new employment arrangements (including amended employment agreements or new or amended offer letters) with Acquiror or a post-Closing Affiliate of Acquiror. With respect to any such employee of the Company who receives a new offer of employment from Acquiror or an Affiliate of Acquiror, the Company shall assist Acquiror or such Affiliate of Acquiror, as applicable, with its efforts to enter into an Offer Letter with such employee as soon as practicable after the Agreement Date and in any event prior to the Closing Date, provided that the Company is not obligated to make any payments to employees in furtherance of obtaining their signatures.
(b) As of the Closing, Acquiror or its Subsidiaries shall make available to employees of the Company and the Company Subsidiaries who are based in the United States and remain employed by Acquiror or one of its Affiliates following the Closing Date (“U.S. Continuing Employees”) employee health and welfare benefits that are substantially comparable, in the aggregate, to such benefits provided to other similarly situated (based on levels of responsibility) employees of Acquiror or its Subsidiaries. As promptly as practicable following the Effective Time, Acquiror shall enroll U.S. Continuing Employees, and their eligible dependents where applicable, in Acquiror’s employee benefit plans, programs, or policies (the “Acquiror Benefit Plans”); provided, however, that Acquiror shall take commercially reasonable efforts not to let a lapse or cessation of coverage for any health, dental, or vision benefits of U.S. Continuing Employees occur before such U.S. Continuing Employees’ eligibility for benefits under such health, dental, or vision plans of the Acquiror Benefit Plans becomes effective. Acquiror shall take commercially reasonable efforts to cause each U.S. Continuing Employee to receive credit for all Company’s accrued benefits other than accrual of benefits under defined benefit plans (e.g., accrued vacation days, years of service accrued with respect to the calculation of any severance or redundancy payments in the event of termination of such U.S. Continuing Employee’s employment by Acquiror or participation in any Acquiror Benefit Plans) and for purposes of eligibility to participate and vesting (other than with respect to equity and equity-b...
Employees and Contractors. This Charter is not an employment contract. No officer, employee, agent, or subcontractor of the Charter Holder or the School is an officer, employee, or agent of the Arizona State Board for Charter Schools or the State of Arizona.
Employees and Contractors. Operator shall select employees and contractors and determine their number, hours of labor, and compensation. The employees shall be employees of Operator.
Employees and Contractors. (a) The Company shall assist Buyer with its efforts to enter into the Employment Documentation with the employees identified in Schedule 7.3(f) as soon as practicable after the date hereof and in any event prior to the Closing Date. The Company shall use commercially reasonable efforts to retain the Designated Contractor and to cause the Designated Contractor to enter into the Consulting Agreement with the Buyer (or its designee) prior to the Closing. With respect to matters described in this Section 6.10(a), the Company will consult with Buyer (and will consider in good faith the advice of Buyer) prior to sending any notices or other communication materials to its employees or contractors.
(b) The parties hereto agree that the obligations of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction at Closing of the condition that a sufficient number (as determined in the sole and unfettered discretion of the Acquiror) of Key Employees shall have remained continuously employed with the Company or a Subsidiary from the Agreement Date through the Closing and shall have signed the Key Employee Employment Documentation (the “Documentation Condition”). It is further agreed that the Documentation Condition is solely for the benefit of the Buyer and may be waived by the Buyer in writing in its sole discretion without notice or Liability to any Person.
(c) Prior to the Closing, on the written request of Acquiror, Company will adopt the 2010 Equity Incentive Plan and grant to Employees New Company Options to purchase no more than 3,200,000 shares of Company Common Stock and no more than 3,900,000 New Company RSUs. Unless indicated otherwise by Acquiror in writing, such New Company Options shall be subject to the terms and conditions of the 2010 Equity Incentive Plan and the applicable New Company Option agreement and shall (i) be issued solely to those persons to whom Acquiror makes an offer of continued employment in the amount to be agreed upon by Acquiror (which shall include only (A) U.S. and Canada employees who have signed Employment Documentation and remain employed as of the date of grant (which will be the day before closing) and (B) selected employees outside the U.S. and Canada); (ii) vest as set forth in their respective Option Agreement; (iii) become exercisable as they vest; and (iv) except as expressly provided in the 2010 Equity Incentive Plan, shall not provide for acceleration of vesting upon any event. Unless ...
Employees and Contractors. Each Person who is or was an employee or contractor of any of the Acquired Corporations and who is or was involved in the creation or development of any Company Product or Company IP has signed an enforceable agreement containing an assignment of Intellectual Property Rights pertaining to such Company Product or Company IP to such Acquired Corporation and confidentiality provisions protecting the Company IP. No current or former shareholder, officer, director, or employee of the Company has any claim, right (whether or not currently exercisable), or interest to or in any Company IP. No employee of any of the Acquired Corporations is (a) bound by or otherwise subject to any Contract restricting him from performing his duties for any of the Acquired Corporations or (b) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his activities as an employee of any of the Acquired Corporations.
Employees and Contractors. If you are engaged, employed or contracted to organize a Record Attempt on behalf of an individual, company, organisation or group of people, you must have each persons’ consent (by way of your own separate agreement) to enter into, and accept this Agreement.
