Employment; Employee Benefits. Prior to the Effective Time, TPT shall, if requested to do so by Raptor, terminate all of any TPT Corporation’s defined contribution 401(k) plans.
Employment; Employee Benefits. Subject to the other provisions of this Section 11.5, immediately following the execution of this Agreement, Buyer and its Affiliates shall assess the staffing needs for the business of the Companies and the Companies’ Subsidiaries following the Closing. Any terminations as a result of such assessment shall be made by the Companies and/or the Companies’ Subsidiaries to be effective as of or after the Closing. Buyer covenants and agrees to be responsible for all obligations and liabilities with respect to or arising out of such terminations and any severance payments owed to persons who are not selected by Buyer to continue employment with the Companies and/or the Companies’ Subsidiaries following the Closing. Notwithstanding anything herein to the contrary, notices of terminations as a result of Buyer’s assessment shall be provided on or after the Closing, except to the extent otherwise agreed by the Buyer and the Shareholder. Each employee of the Companies or the Companies’ Subsidiaries that continues with the business of the Companies or the Companies’ Subsidiaries following the Closing will be provided with a wage, salary and benefit program that is similar to the wage, salary and benefit programs in place with respect to similarly situated employees of Buyer and its Affiliates immediately prior to the Closing Date (“Comparable Benefits”), to the extent such Comparable Benefits are available to such employees of the Companies or the Companies’ Subsidiaries under Buyer’s benefit programs. Comparable Benefits shall include, but not be limited to, extended illness benefit banks in existence as of the Closing; paid time off banks in existence as of the Closing; welfare benefit plans in existence as of the Closing; and retirement benefit plans in existence as of the Closing. Except where it would violate applicable laws or require Buyer to increase benefits to other employees, each employee will be credited with service with the Companies, any Companies’ Subsidiaries, Infusion Therapy Specialists, Inc., Sxxxx-Xxxxxx, Inc., or Option Health, Ltd., as applicable, for purposes of eligibility, vesting and determination of level of benefit purposes (but as to accrual of benefits, only with respect to paid time off and 401(k) matters), except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (a) each employee shall be immediately eligible to participate, without any waiting time,...
Employment; Employee Benefits. Prior to the Effective Time, Beacon shall, if requested to do so by Optos, terminate all or any of Beacon Corporations’ defined contribution 401(k) plans.
Employment; Employee Benefits. (a) Buyer shall continue, or shall cause Panasia to continue, the employment of each Panasia employee (whether salaried or hourly, and full-time or part-time) whether or not actively employed at the Closing Date (e.g., including employees on vacation, leave of absence, including military, maternity, family, sick or short-term disability leave) at the same location where such employee was employed immediately prior to the Closing Date for a reasonable period after the Closing Date with compensation that is reasonably comparable in the aggregate to the compensation in effect immediately prior to the Closing Date and benefits as provided in this Section 5.10.
Employment; Employee Benefits. The employees of Matrix prior to the Effective Time who are named on Exhibit 7.01(b) attached hereto, are herein referred to as "Matrix Employees". A "Good Offer of Employment" shall mean an offer of employment to commence at the Effective Time made by the Surviving Corporation (or Denbury or Merger Sub on behalf of the Surviving Corporation) to a Matrix Employee on terms that would not give rise to a right of such Matrix Employee to voluntarily terminate their employment for Good Reason (as hereafter defined). Matrix Employees who do not have employment agreements with Matrix and to whom the Surviving Corporation does not make a Good Offer of Employment are herein referred to as "Non-Offer Employees." Matrix Employees who do not have employment agreements with Matrix and to whom the Surviving Corporation does make a Good Offer of Employment are herein referred to as "Offer Employees." Matrix Employees who have employment agreements with Matrix are herein referred to as "Contract Employees" and are designated as such on Exhibit 7.01(b) attached hereto. With respect to each Contract Employee, Matrix shall either cause such Contract Employee to enter into an agreement with Matrix at Closing whereby their employment agreement with Matrix, and all liabilities and obligations of Matrix arising thereunder, is terminated effective as of the Closing Date, or shall terminate such Contract Employee's employment agreement without cause effective as of the Closing Date. Contract Employees to whom the Surviving Corporation does not make a Good Offer of Employment are herein referred to as "Non-Offer Contract Employees." Contract Employees to whom the Surviving Corporation does make a Good Offer of Employment are herein referred to as "Offer Contract Employees." As of the Effective Time, Denbury shall, or shall cause the Surviving Corporation to, permit each of the Matrix Employees who are employed by the Surviving Corporation immediately after the Effective Time, to participate in all employee benefit plans, programs or arrangements of Denbury, including all bonus plans and employee welfare, benefit and savings plans, and vacation, sick leave and personal leave time plans, available to employees of Denbury at the Effective Time, including the group health, dental, disability and life insurance available to Denbury employees, the Denbury Resources Inc. Stock Option Plan and Employee Stock Purchase Plan and the Denbury 401(k) Plan, on terms that are no less favorable tha...
Employment; Employee Benefits. Each U.S. employee of the Company who continues employment with the Company after Closing (a “U.S. Continuing Employee”) shall be eligible to participate in Buyer’s health, vacation and other non-equity based employee benefit plans; provided, however, that nothing in this Section 6.8 or elsewhere in this Agreement shall limit the right of Buyer to amend or terminate any such health, vacation or other employee benefit plan at any time. Nothing in this paragraph shall be interpreted to require Buyer to provide for the participation of any U.S. Continuing Employee in any Plan of Buyer.
Employment; Employee Benefits. Prior to the Effective Time, SyntheMed shall, if requested to do so by Pathfinder, terminate all of any SyntheMed Corporation’s defined contribution 401(k) plans.
Employment; Employee Benefits. Each employee of an Acquired Company who continues employment with any of the Acquired Companies after Closing (a “Continuing Employee”) shall be eligible to continue to participate in Buyer’s health, vacation and other non- equity based employee benefit plans; provided, however, that nothing in this Section 6.5 or elsewhere in this Agreement shall limit the right of Buyer to amend or terminate any such health, vacation or other employee benefit plan at any time. Nothing in this paragraph shall be interpreted to require Buyer to provide for the participation of any Continuing Employee in any Plan of Buyer.
Employment; Employee Benefits. (a) Nothing in this Agreement will be construed to create a right in any employee of the Company to employment with Buyer, the Company or any Subsidiary of Buyer, and, subject to any agreement between an employee and Buyer, the Company or any Subsidiary of Buyer, the employment of each employee of the Company who continues employment with Buyer, the Company or any Subsidiary of Buyer after the Closing Date (a “Continuing Employee”) will be “at will” employment.
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