Employees; Officers Sample Clauses

Employees; Officers. 23 3.24. WARN Act........................................................... 23 3.25. Labor Matters...................................................... 23 3.26. Accuracy of Statements............................................. 23

Employees; Officers. Set forth in Schedule 2.23 is a list of the names of the executive officers and key employees of the Company and each Subsidiary, together with the title or job classification of each such person and the total compensation anticipated to be paid to each such person by the Company and its Subsidiaries in 1996. Each of the executive officers and each key employee employed by the Company and each Subsidiary has executed an Employee Agreement substantially in the form of Exhibit B (in the case of executive officers) or Exhibit C (in the case of key employees) (collectively, the "Employee Agreements"), and such agreements are in full force and effect. Each of the persons listed on Schedule 2.23 shall agree in their respective Employee Agreement, to, among other things, dedicate substantially their full working schedule to the Company or the Subsidiary, as applicable, and not to pursue outside business activities during the Company's or any Subsidiary's business hours, consistent with the Company's or such Subsidiary's personnel policies, as they exist on the date hereof, until such person shall no longer be employed by the Company or such Subsidiary. No executive officer or key employee of the Company or any Subsidiary has advised the Company or any Subsidiary (orally or in writing) that he or she intends to terminate employment with the Company or such Subsidiary.

Employees; Officers. 20 Section 2.24 [Reserved].............................................. 20 Section 2.25

Employees; Officers directors and other insiders shall not acquire any property, security or any business interest which they know that the Corporation is interested in acquiring. Moreover, based on such advance information, employees, officers and directors shall not acquire any property, security or business interest for speculation or investment.

Employees; Officers. (a) Section 2.21 of the Company Disclosure Schedule lists the name of each employee of the Company as of September 30, 2000 (each an "Employee"), together with the current job title or relationship to the Company -------- and the current annual salary or estimated wages (including bonus) for each such person, including a description of applicable bonus or benefit plans applicable to such persons. The Company does not have any relationships with any independent contractors. (b) Neither the Company nor the Shareholders have any reason to believe that any Employee currently intends to terminate, or significantly change the terms of, such individual's employment following the Closing Date.

Employees; Officers. (a) Schedule 3.23 hereto lists the name and address of each officer and employee of Sellers and consultant exclusively associated with the Business not terminable at will by Sellers as of the date of this Agreement whose current annual salary or aggregate annual cash compensation from Sellers or one of their affiliates equals $50,000 or more, together with the current job title and the aggregate annual cash compensation paid to each such person, including a description of applicable bonus or benefit plans applicable to such persons. (b) To the best of Sellers' knowledge after due inquiry, substantially all of the employees located at Sellers' Canovanas, Puerto Rico facility as of the date hereof are ready, willing and able to work at such facility on and after the Closing Date on substantially the same terms and conditions as exist as of the date of this Agreement, provided that nothing in this Agreement limits the ability of Purchaser to change the job position or the terms and conditions of employment or terminate the employment of any such employee after the Closing Date for any reason.

Employees; Officers. (a) Listed in Schedule 4.14(a) are the names of all officers and all senior management employees of Seller engaged on a full-time basis in the operation of the Business whose annual base salaries and bonuses exceed $150,000 (the "MANAGEMENT EMPLOYEES"), together with their respective rates of total compensation. As used herein, the term "EMPLOYEES" means all employees of Seller engaged on a full or part-time basis in the operation of the Business, including the Management Employees. Schedule 4.14(a) also lists all employment contracts (but does not include independent contractor agreements) and all pension, bonus, profit sharing, stock option or other agreements or arrangements, including vacation and sick pay policies, providing for employee benefits to which Seller is a party in connection with the operation of the Seller's Business or by which Seller is bound. Seller has accrued or paid in full to its Employees all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them.

Employees; Officers. Schedule 4.18 hereto lists the ------------------- name and address of each officer and employee of Fox Corp or a Subsidiary and consultant not terminable at will to Fox Corp or the Subsidiaries as of the date of this Agreement whose current annual salary or aggregate annual cash compensation from Fox Corp or a Subsidiary equals $100,000 or more, together with the current job title or relationship to Fox Corp or a Subsidiary and the aggregate annual cash compensation paid by Fox Corp or a Subsidiary to each such person, including a description of applicable bonus or benefit plans (other than those described in Section 4.9 hereof) applicable to such persons.

Employees; Officers directors and other insiders shall maintain the confidentiality of information entrusted to them by Biovail or its customers (except where disclosure is authorized or legally mandated) and shall not, without proper authority, give or release to anyone not employed by Biovail, data or information of a confidential nature concerning Biovail. Disclosure of confidential information can be harmful to Biovail and could be the basis for legal action against Biovail and the individual disclosing the information. Confidential information includes all non-public information that might be of use to competitors, or harmful to Biovail or its customers, if disclosed.

Employees; Officers. (a) Section 3.23(A) of the Seller Disclosure Schedule lists the name of each employee of any Seller as of July 31, 2002 (each an “Employee”), together with the current job title or relationship to the Compass Business and the current annual salary or estimated wages (including bonus) for each such person, including a description of applicable bonus or benefit plans applicable to such persons. Except as disclosed in Section 3.23(B) of the Seller Disclosure Schedule, no Seller has any relationships with any individuals who are independent contractors. Table of Contents (b) No Seller nor any Compass Shareholder has any reason to believe that any Employee currently intends to terminate, or significantly change the terms of, such individual’s employment following the Closing Date.