Employment and Employee Benefits. The Merger Agreement provides that, from and after the date of the closing of the Merger, Parent will use reasonable efforts to cause, subject to certain limitations set forth in the Merger Agreement: • recognition of the service of Continuing Employees for certain purposes including eligibility to participate, levels of benefits (but not for benefit accruals under any defined benefit pension plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Oracle, the Surviving Corporation or any of their affiliates in which any Continuing Employee is or becomes eligible to participate; • with respect to each Parent Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), the waiver of all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that the foregoing would not have applied or would have been waived under the corresponding Company Employee Plan (as defined in the Merger Agreement) in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan; and • each Continuing Employee and his or her eligible dependents to be receive credit for any co-payments and deductibles paid in the calendar year that, and prior to the date that, such Continuing Employee commences participation in such employee welfare benefit plan of Parent in satisfying any applicable co-payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses were recognized for such purposes under the comparable Company Employee Plan. Unless otherwise directed by Xxxxxx, the Company will take all actions necessary to effect the termination of any Company sponsored 401(k) savings plan effective as of the business day immediately preceding the Acceptance Time.
Employment and Employee Benefits. (a) Parent shall cause the Surviving Corporation and its subsidiaries to provide employees of the Company and its Subsidiaries (the “Company Employees”) for the period of twelve (12) months immediately following the Closing Date, (i) at least the same level of base salary and hourly wages as in effect on the Closing Date, and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees prior to the Closing Date; provided, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors of the Company, subject to the terms and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Clos...
Employment and Employee Benefits. (a) Not less than two (2) Business Days after such time (if any) as Purchaser shall become the Successful Bidder (as defined in Exhibit A), Purchaser or Manager shall deliver, in writing, an offer of employment to each of the employees (full or part time) of the Business (other than employees of the Company but including the so-called "CHIEF EXECUTIVE OFFICERS" of the Facilities), who are active employees of any Seller immediately prior to the Closing, to commence employment with Manager immediately following the Closing (it being agreed that Seller staffing levels shall not be increased between the date hereof and the Closing in any material respect), which offer shall be conditioned on the Closing and the applicable employee's continued employment as an active employee of any Seller as of the Closing. Each such offer of employment shall be at substantively the same salary or hourly wage rate and position in effect immediately prior to the Closing and shall include participation in employee welfare benefit plans of the Manager, including health insurance, comparable to those provided to existing employees of the Manager having like positions and on a basis consistent with paragraph (e) of this Section. Such individuals who accept such offers by the Closing Date are hereinafter referred as the "TRANSFERRED EMPLOYEES". In addition, each other employee of the Business who, as of the Closing, is on vacation, holiday, jury duty or on an approved leave of absence (including military leave, bereavement leave, disability leave and workers compensation leave), and who, within the shorter of the period ending three (3) months following the Closing or the period ending seven (7) days following such vacation, holiday, jury duty or approved leave of absence, presents himself or herself to the Manager as ready, willing and able (to the Manager's reasonable satisfaction) to commence the same active employment with the Manager, shall be deemed to be a Transferred Employee as of the time of such commencement. It is the present intent of Purchaser to continue the employment of a substantial number of the Transferred Employees for at least one year following the Closing; provided, however, that such Transferred Employees will be at-will employees of Purchaser or Manager and Purchaser or Manager, as the case may be, will retain the right to terminate the employment of any or all of the Transferred Employees with or without cause and with or without reason at any time followi...
Employment and Employee Benefits. Each of the -------------------------------- Companies and B and G Services have delivered to the Buyer Schedule 6.9 listing the name, title, and current annual base salary or hourly rate of each person employed by them on December 31, 1995, together with a statement of the full amount and nature of any other remuneration, whether in cash or kind, paid to each such person during the 1995 calendar year. Each of the Companies and B and G Services will furnish an updated copy of Schedule 6.9 at the Closing which will reflect any changes in such information occurring between December 31, 1995 and the Closing Date. The Sellers and Buyer agree that any individuals who were full-time employees of either of the Companies on the Closing Date and who agree to execute PGI Standard Code of Conduct agreement, attached hereto as Exhibit 6.9 will be offered continued employment with one of the Companies, effective immediately after the Closing hereof. Any individuals who accept this offer of employment with the one of the Companies will be referred to herein as "Transferring Employees." This employment of Transferring Employees will be "at will" and nothing herein expressed or implied confers upon any such Transferring Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any rights to employment for a specific period. After the Closing, the Buyer will make available to Transferring Employees such wages and benefits as the Buyer, in its sole business judgment, deems appropriate, subject only to the covenants set forth in Section 7.3 hereof, and the Buyer will be under no obligation to credit Transferring Employees with past service credit for any purpose (including, without limitation, vacation, severance, or pension purposes), except for determining future vacation.
Employment and Employee Benefits. 39 8.12 Supplementation and Amendment of Schedules...........................................40 8.13
Employment and Employee Benefits. (a) Purchaser presently intends that after the Closing the Company will continue the employment of the officers and employees of the Company employed on the Closing Date, and maintain compensation policies, Employee Benefit Plans and benefit arrangements of the Company at least equal to those presently made available by the Company as described on Schedule 3.17.
(b) Any provision of this Agreement to the contrary notwithstanding, Seller shall indemnify Purchaser from any tax, interest or penalty or other amount payable to the Internal Revenue Service with respect to the matter described in paragraph 4 of Schedule 3.17 and Seller shall have the right to control and defend all communications and proceedings with the Internal Revenue Service relating thereto. Seller shall promptly provide to Purchaser all correspondence to and from the Internal Revenue Service in connection with such matter.
Employment and Employee Benefits. Xx Xxxxxxxxxx, shall be permitted to maintain his staff and such employee benefits as are in place as of the closing in such a manner as he sees fit.
Employment and Employee Benefits. 33 SECTION 6.17. Nonsolicitation.................................................................. 46 SECTION 6.18. Noncompetition................................................................... 46
Employment and Employee Benefits. (a) After the Closing, the Buyer agrees to offer continued employment to Transferring Employees. This employment of Transferring Employees will be "at will" and nothing herein expressed or implied confers upon any such Transferring Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any rights to employment for a specific period. The Buyer will make available to Transferring Employees such wages and benefits as the Buyer deems appropriate and will provide Transferring Employees with substantially similar working terms and working conditions as are provided to all Buyer's employees. Other than service credit for the purpose of determining an employee's vacation benefit, the Buyer will be under no obligation to credit Transferring Employees with past service credit for any purpose (including, without limitation, severance, or pension purposes).
(b) Buyer will recommend to the insurance company currently providing medical insurance coverage to its employees that Transferring Employees be covered under such medical insurance without a required physical examination or the exclusion of existing conditions.
(c) Buyer will recommend and use its commercially reasonable best efforts to make provisions for the Company's employees to transfer savings from any of the Company employee benefit plans, terminated as a result of this transaction, into the Buyer's existing 401(K) plan.
Employment and Employee Benefits. (i) Buyer shall offer employment as of the Closing Date to all of the employees of MTG (other than any of the Excluded Employees and the employees of UK Subsidiary and Korean Subsidiary) as set forth on Schedule 3.15(a) on terms which in the aggregate are no less favorable to the employee than the terms of his or her current employment. Those employees who accept such offer and all employees of Korean Subsidiary are referred to collectively as the "Continuing Employees." UK Buyer shall cause UK Subsidiary to continue the employment as of the Closing Date of all employees of UK Subsidiary (the "UK Continuing Employees"), and Buyer shall cause Korean Subsidiary to continue the employment as of the Closing Date of all employees of Korean Subsidiary, in each case on terms which in the aggregate are not less favorable to the employee than the terms of his or her current employment; provided, however, that nothing in this Agreement shall be deemed to obligate any party to continue the employment following the Closing Date of any of the UK Continuing Employees or any of the Continuing Employees for any period of time. Buyer shall credit (or cause to be credited) the Continuing Employees and the UK Continuing Employees with years of continuous or credited service with Seller and its subsidiaries for purposes of eligibility and vesting under Buyer's employee benefit plans.
