Employment and Benefit Arrangements. The Purchaser shall take all actions required so that employees of the Company and its Subsidiaries who are employed by the Company or its Subsidiaries as of the Closing Date shall receive service credit for periods of employment with the Company and its Subsidiaries for purposes of eligibility and vesting, for purposes of determining future vacation or paid time off accruals and for purposes of determining severance benefits under any employee benefit plans and arrangements in which they participate following the Closing Date. The Purchaser shall use commercially reasonable efforts to waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees credit under the new coverages or benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the year in which the Closing Date occurs. This Section 6.07 shall survive the Closing, and shall be binding on all successors and assigns of the Purchaser, the Company and its Subsidiaries. During the twelve month period following the Closing, Purchaser shall take all actions required so that the employees of the Company and its Subsidiaries (determined as of the Closing Date) that continue to be employed by the Company or its Subsidiaries after the Closing Date receive base compensation, bonus opportunities and benefits that, in the aggregate, are no less favorable than that provided immediately prior to the Closing Date. Nothing contained in this Agreement is intended by the parties to constitute a plan amendment or to create any obligations of the parties with respect to any Employee Benefit Plan.
Employment and Benefit Arrangements. For at least twelve (12) months following the Closing Date, the Purchaser shall cause the Surviving Corporation to provide employees of the Surviving Corporation and its Subsidiaries with compensation that is equivalent to the compensation provided to such employees prior to the Closing and to either (i) maintain in effect on behalf of employees of the Company and its Subsidiaries all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of the Company or its Subsidiaries as in effect as of the date hereof (the “Company Plans”) or (ii) provide all employees of the Company and its Subsidiaries with such compensation and benefit plans, programs, arrangements, agreements and policies as are provided to similarly situated employees of the Purchaser; provided that such benefit plans, programs, arrangements, agreements and policies provide a level of benefits that in the aggregate is substantially equivalent to the aggregate level of benefits provided under the Company Plans as of the Closing. The Purchaser shall take all actions necessary so that employees of the Company and its Subsidiaries shall receive service credit for all purposes (other than for purposes of benefit accrual under a defined benefit pension plan) under any compensation or benefit plans, programs, arrangements, agreements and policies sponsored by the Purchaser or any of its Affiliates, except to the extent duplication of benefits would result. To the extent that the Purchaser modifies any welfare benefit coverage or plan under which the employees of the Company and its Subsidiaries participate, the Purchaser shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees credit under the new coverages or benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the year in which such welfare benefit coverage or plan modification occurs. The Purchaser shall be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulation §54.4980B-9. Nothing in this Section 8.03 shall give any third party other than the parties to this Agreement, including any employees of the Company or any of its Subsidiaries, any right to enforce the provisions of this Section 8.03 as a th...
Employment and Benefit Arrangements. (a) The Purchaser shall use commercially reasonable efforts to ensure that those eligible employees (other than the Individual Sellers) of the Company as of the Closing Date who remain so employed immediately following the Closing Date (each such employee, a “Continuing Employee”) shall receive service credit with respect to service with the Company prior to the Closing Date for purposes of eligibility and vesting under any employee benefit plans and arrangements (excluding any defined benefit pension plans, deferred compensation, equity or equity-based, or post-termination or retiree welfare benefit plans and arrangements) in which each such Continuing Employee is eligible to participate immediately following the Closing Date; provided that no retroactive contributions will be required and provided, further, except to the extent such credit would result in the duplication of benefits, and provided, further, that such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Benefit Plan provided by the Company immediately prior to the Closing Date. To the extent, during the plan year in which the Closing Date occurs, that the Purchaser modifies any group health coverage or benefit plans under which the employees of the Company participate, the Purchaser shall use commercially reasonable efforts to waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall use commercially reasonably efforts to give such employees credit under the new coverages or benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the plan year in which such coverage or plan modification occurs. Through the one (1) year anniversary of the Closing Date, Purchaser shall take all actions required so that each Continuing Employee who continues in employment with the Company and its Affiliates during such period (i) receives base salary and target bonus opportunity that is substantially comparable as provided by the Company to such employee immediately prior to the Closing Date (as evidenced by such Continuing Employee’s most-recent Company W-2 wages) and (ii) receives benefits (excluding any defined benefit pension, deferred compensation, equity or equity-based, or post-termination or retiree welfare benefits) that, in the aggregate, are materially comparable to those benefits (excluding any defined benefit pension, deferred compensation,...
Employment and Benefit Arrangements. (a) For a one-year period following the Effective Time, Parent shall cause the Surviving Corporation to continue to provide those employees of the Surviving Corporation at the Effective Time (the "Employees"), so long as they remain employees of the Surviving Corporation, with benefits that are, in the aggregate, no less favorable to such Employees as are the benefits of the Company provided to such Employees immediately prior to the Effective Time. The foregoing sentence shall not apply to severance benefits, and the Surviving Corporation shall not be required to maintain any particular level of severance benefits.
Employment and Benefit Arrangements. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to honor all employment, severance, termination and retirement agreements to which the Company is a party, as such agreements are in effect on the date hereof.
Employment and Benefit Arrangements. (a) Buyer shall use commercially reasonable efforts to provide that all employees of Newco, the Company and the Sold Subsidiaries shall receive service credit for purposes of eligibility, vesting and benefit accruals (solely, in the case of benefit accruals for purposes of determining vacation and severance) with respect to all periods of service with Seller, the Company, Newco, the Sold Subsidiaries or any of their predecessors prior to the Closing Date for all purposes under any comparable employee benefit or compensation plans, contracts, programs, policies arrangements and agreements established or maintained by Buyer and its Affiliates (including, after the Closing, Newco, the Company and the Sold Subsidiaries) (the "Buyer Benefit Plans"); provided, however, that no such service recognition shall result in any duplication of benefits.
Employment and Benefit Arrangements. (a) From and after the Effective Time, Purchaser shall cause the Surviving Corporation to honor all employment, severance, termination and retirement agreements to which the Company is a party, as such agreements are in effect on the date hereof.
Employment and Benefit Arrangements. (a) The Purchaser shall use commercially reasonable efforts to ensure that those eligible employees of the Company and its Subsidiaries (including, for purposes of this Section 6.05, employees of LGC) as of the Closing Date who remain so employed immediately following the Closing Date (such employees, the "Continuing Employees") shall receive service credit with respect to service with the Company and its Subsidiaries (or their predecessors) prior to the Closing Date for purposes of eligibility and vesting under any employee benefit plans and arrangements (excluding any defined benefit pension plans, deferred compensation, equity or equity-based, or post-termination or retiree welfare benefit plans and arrangements) in which each such Continuing Employee is eligible to participate immediately following the Closing Date; provided that no retroactive contributions will be required and provided, further, except to the extent such credit would result in the duplication of benefits, and provided, further, that such service shall only be credited to the same extent and for the same purpose as such service was credited under the analogous Benefit Plan identified on Schedule 3.13(a). To the extent, during the plan year in which the Closing Date occurs, that the Purchaser modifies any group health coverage or benefit plans under which the employees of the Company and its Subsidiaries participate, the Purchaser shall use commercially reasonable efforts to waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall use commercially reasonably efforts to give such employees credit under the new coverages or benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the plan year in which such coverage or plan modification occurs. Through the one (1) year anniversary of the Closing Date, Purchaser shall take all actions required so that each Continuing Employee who continues in employment with the Company and its Subsidiaries during such period (i) receives base compensation that is substantially comparable as provided by the Company or its Subsidiaries to such employee immediately prior to the Closing Date and (ii) receives benefits (excluding any defined benefit pension, deferred compensation, equity or equity-based, or post-termination or retiree welfare benefits) that, in the aggregate, are substantially comparable to those benefits (excluding any defined benefit pension, deferred c...
Employment and Benefit Arrangements. (a) For a period of no less than twelve (12) months following the Effective Date (but not beyond the date of the applicable employee’s termination of employment), Neuronetics will provide (or cause an affiliate of Neuronetics (including Greenbrook following the Effective Date) to provide) each employee of Greenbrook or any of its Subsidiaries as of the Effective Date who continues in employment with Neuronetics or any of its affiliates (including Greenbrook following the Effective Date) following the Effective Date (each, a “Continuing Employee”) with (i) a base salary or an hourly wage rate, as applicable, that is no lower than the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Effective Date, (ii) cash bonus and/or commission opportunities that are substantially similar in the aggregate to those provided by Greenbrook or its Subsidiaries to such Continuing Employee immediately prior to the Effective Date and (iii) employee benefits (including any paid leave, paid time off, health, welfare and retirement but excluding severance benefits , post-retirement health and welfare, and any equity or equity-based awards, change in control, post-retirement health and welfare or defined benefit pension benefits) that are substantially similar in the aggregate to those provided to (x) in the case of employees located in the United States, similarly situated employees of Neuronetics, (y) in the case of employees located in Canada, by Greenbrook or its Subsidiaries to such Continuing Employee immediately prior to the Effective Date.
Employment and Benefit Arrangements. (a) For a period of twelve months following the Closing Date, the Buyer shall provide each Employee of the Company and its Subsidiaries with employee benefits that are no less favorable in the aggregate to those employee benefits (other than benefits under an equity incentive plan or non-qualified deferred compensation plan) provided to each such employee immediately prior to the Closing Date. The Buyer shall, for a period of twelve months following the Closing Date, maintain a severance pay practice, program or arrangement for the benefit of each Employee that is no less favorable in the aggregate than such practice, program or arrangement in effect immediately prior to the Closing Date with respect to such Employee. For a period of at least two years following the Closing Date, the Buyer shall honor and continue in full force and effect all employment agreements in effect as of the date hereof with the Key Executives, on the one hand, and the Company and its Subsidiaries, on the other hand, in each case, as set forth on Schedule 7.07(a).