Employment and Consulting Arrangements. Section 4.14 of the TCT -------------------------------------- Disclosure Schedule contains a true, accurate and complete list of all TCT employees and consultants, exclusive of consultants whose services for TCT are terminable within thirty (30) days without liability, penalty or payment of any kind by TCT or any Affiliate of TCT (the "TCT Employees"), together with each such Person's title or the capacity in which he or she is employed or retained and each such Person's compensation. TCT has no obligation or liability, contingent or other, under any Employment Arrangement with any TCT Employee, other than (i) those listed or described in Section 4.14 of the TCT Disclosure Schedule, (ii) those incurred in the ordinary and usual course of business, or (iii) such obligations or liabilities as do not and will not have, in the aggregate, any material adverse effect on TCT. Except as described in Section 4.14 of the TCT Disclosure Schedule, (a) none of the TCT Employees is now, or since its organization has been, represented by any labor union or other employee collective bargaining organization, and TCT is not, and never has been, a party to any labor or other collective bargaining agreement with respect to any of the TCT Employees, (b) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (c) neither TCT nor any of such employees is now, or has since its organization been, subject to or involved in or, to TCT's knowledge, threatened with, any union elections, petitions therefor or other organizational activities, in each case with respect to the TCT Employees. TCT has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.
Employment and Consulting Arrangements. 14 4.6 MATERIAL AGREEMENTS.....................................................................................15 4.7
Employment and Consulting Arrangements. Section 4.14 of the UniSite Disclosure Schedule contains a true, accurate and complete list of all UniSite employees and consultants (the "UniSite Employees"), together with each such Person's title or the capacity in which he or she is employed or retained and each such Person's compensation. UniSite has no obligation or liability, contingent or other, under any Employment Arrangement with any UniSite Employee, other than (i) those listed or described in Section 4.14 of the UniSite Disclosure Schedule, (ii) those incurred in the ordinary and usual course of business, or (iii) such obligations or liabilities as, individually or in the aggregate, have not had and will not have a material adverse effect on UniSite. Except as described in Section 4.14 of the UniSite Disclosure Schedule, (a) none of the UniSite Employees is now, or since UniSite's organization has been, represented by any labor union or other employee collective bargaining organization, and UniSite is not, and never has been, a party to any labor or other collective bargaining agreement with respect to any of the UniSite Employees, (b) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (c) neither UniSite nor any of such employees is now, or has since its organization been, subject to or involved in or, to UniSite's knowledge, threatened with, any union elections, petitions therefor or other organizational or recruiting activities, in each case with respect to the UniSite Employees, and (d) none of the UniSite Employees has notified UniSite that he or she does not intend to continue employment with UniSite until or following the Closing. UniSite has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.
Employment and Consulting Arrangements. From the date hereof until the Closing Date, the Company shall, and shall direct its Representatives to, use commercially reasonable efforts to assist Merger Sub in retaining any employees and/or consultants that Merger Sub elects to employ or engage following the Closing, including by making introductions between Merger Sub and its Representatives and any employees and/or consultants of the Company and facilitating meetings and discussions between such employees and/or consultants, in each case as requested by Merger Sub. The Company shall not discourage or provide any incentive to an employee or consultant not to enter into any such employment or consulting arrangement. As soon as practicable following Closing, Parent will enter into the Employment and Consulting Agreements on terms satisfactory to the parties thereto, each acting reasonably.
Employment and Consulting Arrangements. (i) None of the Key Employees shall have terminated employment with the Company or shall have terminated or repudiated (or indicated or provided notice of an intent to terminate or repudiate) his or her Employment Arrangement or shall be unable to continue employment under his or her Employment Arrangement upon Closing.
(ii) At least 10 of the employees set forth in Schedule 5.1(h)(ii) are employed by the Company, Purchaser or an Affiliate of Purchaser at Closing; provided, however, to the extent any of the employees set forth on Schedule 5.1(h)(ii) are Offered Employees and did not receive offers in compliance with Section 4.10, such employees will not be included in the calculation of this percentage requirement.
(iii) The Consulting Agreement shall be in full force and effect at the time of the Closing.
Employment and Consulting Arrangements. Buyer shall have entered -------------------------------------- into satisfactory employment or consulting arrangements with Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxx- Xxxxx, Xxxx Xxxxx and Xxxxx Xxxxxx.
Employment and Consulting Arrangements. The Company shall have -------------------------------------- entered into employment or consulting arrangements with Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxx-Xxxxx, Xxxx Xxxxx and Xxxxx Xxxxxx.
Employment and Consulting Arrangements. Each of Michxxx X. Xxxxxxxxx, Xxeixx Xxxx, Xxm Xxxxxxx xxx Bryax Xxxxxx, xx the one hand, and Purchaser on the other hand, shall enter into the employment agreements attached hereto as Schedule 12.1 on or before the Closing Date whereby Michxxx X. Xxxxxxxxx, Xxeixx Xxxx, Xxm Xxxxxxx xxx Bryax Xxxxxx xxxll provide services to Purchaser.
Employment and Consulting Arrangements. Section 4.5 of the Ewinx Xxxclosure Schedule contains a true, accurate and complete list of all Ewinx Xxxloyees, together with each such Person's title or the capacity in which such Person is employed or retained and
Employment and Consulting Arrangements. (a All Company employees who continue as employees of the Surviving Corporation after the Closing shall be entitled to benefits comparable to the benefits Parent provides its employees at the same level as such employees of the Surviving Corporation will be after the Closing.
(b Steve Kurtz. The Company shall enter into an employment agreement (xxx "Xmployment Agreement") with Stephen Kurtz substantially in the form attached hereto as Exhibit B.
