Employment by Buyer Sample Clauses

Employment by Buyer. Notwithstanding the foregoing provisions of this Section 4, if (i) there shall be a sale or disposition of all or substantially all the assets of CBCC or a merger, consolidation or reorganization to which CBCC is a party and is not a surviving corporation, (ii) such transaction constitutes a Change of Control and (iii) Executive is offered employment (at substantially the same level of Executive's authority, responsibility, compensation and benefits with CBCC before such sale) with the purchaser or corporation into which CBCC is merged or consolidated, as applicable, or any of its Affiliates ("Buyer") upon consummation of such sale or disposition, then Executive shall not be entitled to the severance compensation as provided in Section 4.a. as a result of such transaction. In any such event, however, Executive shall be entitled to such severance compensation as provided in Section 4.a. if, within twelve months after the date of such transaction, either (1) Executive's employment with the Buyer shall be terminated by the Buyer other than (A) for Cause or (B) on account of Executive's death, Permanent Disability or Retirement, or (2) Executive shall resign from the Buyer for Good Reason. For purposes of this paragraph, the time of a termination of employment or resignation, the definitions of "Permanent Disability," "Retirement," resignation for "Good Reason" and termination for "Cause," and the provisions of Sections 6 and 7 shall be construed with reference to the Buyer instead of with reference to CBCC and/or CBI, as applicable.
AutoNDA by SimpleDocs
Employment by Buyer. (i) Buyer shall cause all active employees of the Company and its Affiliates employed in the Business on the Closing Date (hereinafter collectively referred to as "Transferred Employees") to remain employed by (or remain the responsibility of, as applicable) the Company and its Subsidiaries as of 12:01 a.m. on the day after the Closing Date in the same or comparable positions, except as otherwise provided in this Agreement. For purposes of this Section 6.1(a)(i), the term "active employees" shall include all full-time and part-time employees, employees on workers' compensation, military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, leave governed by state law, short-term and long-term disability (including a disability pension), non-occupational disability, on layoff with recall rights, and employees on other approved leaves of absence with a legal or contractual right to reinstatement. (ii) All Transferred Employees shall be identified on Schedule 6.1(a)(ii) to be prepared by Seller and submitted to Buyer on or before the Closing Date. (iii) Prior to the Closing Date, all employees other than Transferred Employees will be transferred out of the Company and its Subsidiaries and will cease to be employees of the Company and its Subsidiaries. Seller will have full responsibility for all employees referred to in the preceding sentence and for all former employees of the Company and its Subsidiaries who, immediately prior to termination of employment with or retirement from the Company or its Subsidiaries, were not employed primarily in connection with the Business, including without limitation, all employment-related liabilities, compensation, and benefits, accrued through and after the Closing Date. (iv) Subject to any applicable collective bargaining requirements, until December 31, 2000, Buyer shall cause to be maintained for all Transferred Employees (A) the same base salaries or wages provided by the Company and its Subsidiaries as of the Closing Date and (B) opportunities for stock options and short and long-term bonuses that are, in the aggregate, substantially comparable to such opportunities with the Company and its Affiliates as of the Closing Date.
Employment by Buyer. Seller and Buyer shall co-operate to effect an orderly transfer to the employ of Buyer of only those employees of Seller whose names are set forth on Exhibit I attached hereto (the “Employees”).
Employment by BuyerBuyer agrees that, should the Company or its successor-in-interest continue to employ the employees of Company as of the date of this Agreement, including any employees on authorized leave (each, an “Employee” and, collectively, the “Employees”), during the one-year period immediately following the Closing Date (the “Severance Period”), Buyer shall cause the Company or its successor-in-interest to do so with respect to each such Employee at a compensation level that is not less than the base pay for such Employee as of the date of this Agreement. Subject to Section 6.7(f), nothing in this Section 6.7 requires Buyer to employ or cause the Company or its successor-in-interest to employ an Employee from and after the Closing.
Employment by Buyer. The parties contemplate that all persons currently employed by Sellers ("Employees") will, on or promptly after the Closing, be hired by Buyer in substantially the same positions and on substantially the same terms and conditions upon which they are currently employed by Sellers. The parties agree that in the event any Employee currently employed by the Barbados Subsidiary is not so hired by Buyer, or is offered a position of employment with Buyer on terms and conditions different from those under which he or she is currently employed by the Barbados Subsidiary, and such Employee as a result becomes entitled to a severance payment under the Barbados Severance Payment Act (CAP 355A of the Laws of Barbados), Buyer shall be solely responsible for such payment as and when due in accordance with such Act.
Employment by Buyer. 9.2.1. Buyer (or any of its Affiliates as designated by Buyer) shall extend offers of employment with terms not derogating from those existed with respect to each Transferred Employee as of the date of the letter of intent executed by the parties on May 5, 2009, effective as of the Closing Date to the Transferred Employees. The main employment terms of such offer are listed on Schedule 9.1. 9.2.2. Buyer shall hire all Transferred Employees who accept Buyer’s offer of employment (it being understood that the acceptance of certain Transferred Employees of Buyer’s employment offer is a condition precedent to the consummation of the transactions contemplated by this Agreement as provided in Section 4.2.2.7); provided that nothing in this Agreement shall be construed as granting any of the employees any rights under this Agreement, including the right to employment by Buyer or its Affiliates. 9.2.3. Seller will not take any action that would impede, hinder, interfere or otherwise compete with Buyer’s effort to hire any such employees.
Employment by BuyerBuyer shall have the right to make offers of employment to any employees of Seller, such employment to be effective no earlier than the Closing Date, and shall make offers to at least one-half of Seller's employees as of the date of this Agreement. Notwithstanding anything in this Agreement to the contrary, Buyer shall have complete discretion in determining which employees to hire and will hire such employees at will subject to Buyer's current employment policies and practices, provided however, that Buyer agrees not to terminate any of Seller's employees that accept Buyer's offer of employment for a period of one year after the Closing Date, unless terminated for cause, as reasonably determined by Buyer.
AutoNDA by SimpleDocs
Employment by Buyer. Seller acknowledges that it is not imposing on Buyer or the Company any obligation to retain or to employ any employees of the Company Illegibility due to poor condition of original document subsequent to Closing. To the extent any of such employees are employed by Buyer or the Company following the Closing, such employment shall be on terms and conditions determined by Buyer and Buyer shall have no obligation to offer such employees the same or similar wages, salaries or benefits as are paid or provided by the Company prior to the Closing. The Company's employee are subject to no collective bargaining agreements or other contracts with a labor union or otherwise, contingent or otherwise, nor are any employees represented by any labor union.
Employment by BuyerAs of the Closing, Seller shall terminate the employment of all of its employees and Buyer shall, effective immediately after the Closing, hire, or offer employment to, all of such employees. Notwithstanding the foregoing, this Agreement shall not be deemed to restrict the right of Buyer to deal with the employees who accept employment with Buyer as employees-at-will, in the same manner as it would be free to deal with such employees in the absence of this Agreement.
Employment by Buyer. 32 7.2 Terms of Employment of Transferred Employees...............................32 7.3
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!