German Employee Notification Sample Clauses

German Employee Notification. Xxxxxx Communications GmbH (the “German Seller”) and the Buyer shall inform each German Seller Employee in an information letter (§ 613a-Schreiben) compliant with applicable Law about (i) the transfer to the Buyer and its Affiliates, (ii) the time or the envisaged time of the transfer, (iii) the reason for the transfer, (iv) the legal, economic and social consequences of the transfer, (v) the measures contemplated with respect to the German Seller Employees, and (vi) the right to object to the transfer within one month after the receipt of the notification in sufficient time to ensure the one month’s objection period has expired prior to the applicable Closing. To the extent the Buyer or any of its Affiliates has not already done so prior to the execution and delivery of this Agreement, without undue delay following the date of this Agreement the Buyer shall furnish Sellers with all information as reasonably required by Sellers to prepare the information letters as required by the applicable Laws. The German Seller shall forward without undue delay to the Buyer, and the Buyer or its Affiliates shall forward without undue delay to Sellers, copies of any notices of objection received from any of the German Seller Employees. Sellers and the Buyer or their respective Affiliates shall coordinate and agree the content of the information letters in good faith and without undue delay prior to rendering them to the German Seller Employees.
Sample 1
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German Employee Notification. (a) In Germany, German Seller shall undertake all steps reasonably necessary to effect the transfer of its Seller Business Employees (other than its managing director) in accordance with Section 4 of the German Asset Sale Agreement (Exhibit G) (the “German Seller Business Employees”) to German Buyer by operation of Applicable Law. Prior to the Closing, German Seller shall inform each German Seller Business Employee in an information letter (§ 613a-Schreiben) compliant with Applicable Law about (i) the transfer to German Buyer, (ii) the time or the envisaged time of the transfer, (iii) the reason for the transfer, (iv) the legal, economic and social consequences of the transfer, (v) the measures contemplated with respect to the German Seller Business Employees, and (vi) the right to object to the transfer within one month after the receipt of the notification, in each case, in sufficient time to ensure the one month’s objection period has expired prior to Closing. To the extent Buyer or any of its Affiliates has not already done so prior to the execution and delivery of this Agreement, they shall furnish Seller and, to the extent required German Buyer, with sufficient and accurate information as reasonably required by Seller and German Buyer to fulfill German Seller’s information obligations towards the German Seller Business Employees, and vice versa. German Seller shall forward without undue delay to Buyer, and German Buyer or Buyer shall forward without undue delay to Seller, copies of any notices of objection received from any of the German Seller Business Employees. Seller and Buyer or their respective Affiliates shall coordinate and agree the content of the information letters in good faith and without undue delay prior to rendering them to the German Seller Business Employees. Buyer shall use reasonable efforts to cause its and its Affiliates’ officers, management-level employees and directors not to influence or seek to influence, or offer any German Seller Business Employee any employment or service position with any Person which would reasonably be expected to influence, any German Seller Business Employee to object to his or her transfer to German Buyer; provided that Buyer’s communicating with a German Seller Business Employee about his or her continued employment in a manner that complies in all material respects with this Article 9 and Applicable law to a German Seller Business Employee shall not, by itself, constitute a violation of this obli...
Sample 1

Related to German Employee Notification

  • COMPENSATION; EMPLOYMENT AGREEMENTS; ORGANIZED LABOR MATTERS The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.18) showing all officers, directors and key employees of the Company, listing all employment agreements with such officers, directors and key employees and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) the Balance Sheet Date and (ii) the date hereof. The Company has provided to TCI true, complete and correct copies of any employment agreements for persons listed on Schedule 5.18. Since the Balance Sheet Date, there have been no material increases in the compensation payable or any special bonuses to any officer, director, key employee or other employee, except ordinary salary increases implemented and bonuses paid on a basis consistent with past practices. Except as set forth on Schedule 5.18, (i) the Company is not bound by or subject to any arrangement with any labor union, (ii) no employees of the Company are represented by any labor union or covered by any collective bargaining agreement, (iii) to the knowledge of the Stockholders, no campaign to establish such representation is in progress and (iv) there is no pending or, to the knowledge of the Stockholders, threatened labor dispute involving the Company and any group of its employees nor has the Company experienced any labor interruptions over the past three years. The Company believes its relationship with employees to be good.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any of its directors, officers or employees or those of its subsidiaries or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (1) for normal individual increases in compensation to employees (other than executive officers or directors) in the ordinary course of business consistent with past practice, (2) for other changes that are required by applicable law and (3) to satisfy Previously Disclosed contractual obligations.

  • Post-Employment Cooperation Executive agrees to fully cooperate with the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Employer which relate to events or occurrences that transpired or which failed to transpire while Executive was employed by the Employer. Executive also agrees to cooperate fully with the Employer in connection with any internal investigation or review, or any investigation or review by any federal, state or local regulatory authority, relating to events or occurrences that transpired or failed to transpire while Executive was employed by the Employer. Executive’s full cooperation in connection with such matters shall include, but not be limited to, providing information to counsel, being available to meet with counsel to prepare for discovery or trial and acting as a witness on behalf of the Employer at a mutually convenient times.

  • Notification to New Employer In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

  • Director Notification If Participant is a director of a Singapore Subsidiary of the Company, Participant must notify the Singapore Subsidiary in writing within two days of Participant receiving or disposing of an interest (e.g., RSUs, Shares) in the Company or any Subsidiary or within two days of becoming a director if such an interest exists at the time. This notification alert also applies to an associate director of the Singapore Subsidiary and to a shadow director of the Singapore Subsidiary (i.e., an individual who is not on the board of directors of the Singapore Subsidiary but who has sufficient control so that the board of directors of the Singapore Subsidiary acts in accordance with the “directions and instructions” of the individual).

  • Compensation; Employment Agreements 16 5.15 Noncompetition, Confidentiality and Nonsolicitation Agreements; Employee Policies...... 16 5.16

  • Post-Employment Activities 6.1 During the term of employment hereunder, and for a period of one year after termination of employment, regardless of the reason for such termination other than by the Corporation or Partnership without Cause or by the Executive for Good Reason, the Executive shall not directly or indirectly become employed by, act as a consultant to, or otherwise render any services to any person, corporation, partnership or other entity which is engaged in, or about to become engaged in, the retail shopping center business or any other business which is competitive with the business of the Corporation, the Partnership or any of their subsidiaries nor shall Executive use Executive's talents to make any such business competitive with the business of the Corporation, the Partnership or any of their subsidiaries. For the purpose of this Section, a retail shopping center business or other business shall be deemed to be competitive if it involves the ownership, operation, leasing or management of any retail shopping centers which draw from the same related trade area, which is deemed to be within a radius of 10 miles from the location of (a) any then existing shopping centers of the Corporation, the Partnership or any of their subsidiaries or (b) any proposed centers for which the site is owned or under contract, is under construction or is actively being negotiated. The Executive shall be deemed to be directly or indirectly engaged in a business if Executive participates therein as a director, officer, stockholder, employee, agent, consultant, manager, salesman, partner or individual proprietor, or as an investor who has made advances or loans, contributions to capital or expenditures for the purchase of stock, or in any capacity or manner whatsoever; provided, however, that the foregoing shall not be deemed to prevent the Executive from investing in securities if such class of securities in which the investment is so made is listed on a national securities exchange or is issued by a company registered under Section 12(g) of the Securities Exchange Act of 1934, so long as such investment holdings do not, in the aggregate, constitute more than 1% of the voting stock of any company's securities.

  • Employee Matters and Benefit Plans 12 2.12 Receivables........................................................................................16 2.13

  • Employment Benefit Plans Employee may participate in employee benefit plans in which other similarly situated employees may participate, according to the terms of applicable policies and as stated in the Employee Handbook. Employee acknowledges receipt of the Employee Handbook available on the intercompany website and will review and abide by its terms.

  • Employee Retention The two Company employees listed in ------------------ Schedule 7.02(f) shall have entered into employment and noncompetition ---------------- agreements with Parent providing for such employees to be employed by Parent (or to continue to be employed by the Surviving Corporation) after the Effective Time; both such employment agreements shall be in full force and effect; and neither of such employees shall have ceased employment with Company or given notice to the Board of Directors of Parent or the Board of Directors of Company of his intention to cease employment with Parent or Company after the Effective Time.

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