Held by Continuing Employees Sample Clauses

Held by Continuing Employees. Effective as of the Effective Time, each Unvested Company Option that is held by a Continuing Employee and is outstanding as of immediately prior to the Effective Time shall be assumed by Buyer as a Buyer Option. Except as otherwise set forth in this Agreement, each such Unvested Company Option so assumed by Buyer pursuant to this Section 1.3(c)(ii)(A) shall continue to have, and be subject to, the same terms and conditions (including vesting terms and any accelerated vesting provisions that may be applicable thereto) set forth in the Plan and the option agreements relating thereto (which, for the avoidance of doubt, may include employment agreements, offer letters or side letters entered into by and between the Company and each such optionee), as in effect immediately prior to the Effective Time, except that (x) such assumed Unvested Company Option shall be exercisable for that number of whole shares of Buyer Common Stock equal to the product of the number of Company Ordinary Shares that were issuable upon exercise of such Unvested Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Buyer Common Stock and (y) the per share exercise price for the shares of Buyer Common Stock issuable upon exercise of such assumed Unvested Company Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Ordinary Share at which such assumed Unvested Company Option was exercisable immediately prior to the Closing Date by the Exchange Ratio, with the result rounded up to the nearest whole cent. Notwithstanding anything herein to the contrary, the exercise price of the Buyer Option, the number of shares purchasable pursuant to such Buyer Option and the terms and conditions of exercise of such Buyer Option shall in all events be determined in order to comply with Section 409A of the Code, and in the case of any Unvested Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code.
Sample 1See All (4)
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Held by Continuing Employees. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company, any Company Securityholder or any other Person, each share of Company Restricted Stock held by each Continuing Employee that is outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right of the holder to receive (A) an amount in cash, without interest, equal to the Closing Payment Per Share (the aggregate amount to be received by a Company Securityholder pursuant to this Section 1.3(b)(ii)(A), a “Restricted Stock Closing Payment”), payable subject to and in accordance with the vesting schedule applicable to the award of such Company Restricted Stock as in effect immediately prior to the Effective Time, provided that such payments may be made within fifteen (15) Business Days following an applicable vesting date, except in the case of the Key Employees, in which case such amounts shall be subject to such treatment as is provided in the Holdback Agreement, and (B) any distributions of cash to be made with respect to such Company Restricted Stock pursuant to Section 2.4(b)(ii), Section 7.6(g), Section 9.4(b), Section 9.4(d) and Section 10.3, payable subject to and in accordance with the vesting schedule applicable to the award of such Company Restricted Stock as in effect immediately prior to the Effective Time, provided that such payments may be made within fifteen (15) Business Days following an applicable vesting date, except in the case of the Key Employees, in which case such amounts shall be subject to such treatment as is provided in the Holdback Agreement. Such payments shall be reduced by any income or employment Tax withholding required under the Code or any provision of applicable state, local or foreign Tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of such Company Restricted Stock.
Sample 1
Held by Continuing Employees. Effective as of the Effective Time, each Company RSU that is held by a Continuing Employee and is outstanding as of immediately prior to the Effective Time shall be assumed by Buyer as a Buyer RSU. Except as otherwise set forth in this Agreement, each such Company RSU so assumed by Buyer pursuant to this Section 1.3(d)(i) shall continue to have, and be subject to, the same terms and conditions set forth in the Plan and the restricted stock unit agreements relating thereto, as in effect immediately prior to the Effective Time, except that such assumed Company RSU shall be an award to receive that number of whole shares of Buyer Common Stock equal to the product of the number of Company Ordinary Shares that were issuable upon settlement of such Company RSU immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Buyer Common Stock.
Sample 1

Related to Held by Continuing Employees

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Continuing Employment (a) Continuing employment means full-time or fractional-time employment that does not have a fixed end date or a contingency upon which the employment contract will come to an end. (b) All employment other than fixed-term employment and casual employment will be continuing employment. (c) Notwithstanding subclause 16.0(b) above, the University may employ a person in Continuing (Contingent Funded Research) employment on a full-time or fractional-time basis in accordance with the terms of this Agreement.

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Rehired Employees Amounts forfeited upon termination of employment because of the failure to meet the applicable vesting requirements shall not be reinstated or re-credited if an individual is subsequently rehired or re-employed by the School Corporation. However, if the board shall have approved a leave of absence of not more than one (1) fiscal year for an employee, such period of leave shall not result in forfeiture provided the employee shall promptly return to employment following the expiration of the period of leave.

  • Layoff Benefits All rights to which a certificated employee was entitled at the time of his/her layoff including unused accumulated sick leave and credits toward leave eligibility will be restored to the certificated employee upon his/her return to active employment, and the certificated employee will be placed upon the proper step of the salary schedule for the certificated employee's current position according to the certificated employee's experience and education.

  • Existing Employees Existing employees who are covered by the coverage clause of this Agreement may become union members at any time. Employees shall, from the date of becoming union members, be bound by all the benefits and obligations relating to employees under this Agreement.

  • Termination of Employees Agent may in its discretion stop using any Retained Employee at any time during the Sale, subject to the conditions provided for herein. In the event that Agent desires to cease using any Retained Employee, Agent shall notify Merchant at least seven (7) days prior thereto, so that Merchant may coordinate the termination of such employee; provided, however, that, in the event that Agent determines to cease using an employee “for cause” (which shall consist of dishonesty, fraud or breach of employee duties), the seven (7) day notice period shall not apply, provided further, however, that Agent shall immediately notify Merchant of the basis for such “cause” so that Merchant can arrange for termination of such employee. From and after the date of this Agreement and until the Sale Termination Date, Merchant shall not transfer or dismiss Retained Employees except “for cause” without Agent’s prior consent. Notwithstanding the foregoing, Agent shall not have the right to terminate the actual employment of any Retained Employee, but rather may only cease using such employee in the Sale and paying any Expenses with respect to such employee.

  • Excluded Employees Employees excluded from the bargaining unit who work for an Employer signatory to this Agreement may participate in any of the foregoing benefits under rules and regulations established by the Trustees. The trustees shall determine the contributions required for such benefits.

  • Retired Employees An employee who retires from University service, at age 55 with five (5) years of service, age 50 with fifteen (15) years of service or at any age with thirty (30) years of service, who is eligible to maintain participation in the UPlan, may indefinitely maintain medical and dental coverage with the University at his/her own expense. Medicare coverage is primary for retirees over 65, and for totally disabled employees who qualify for Medicare, and must coordinate with the UPlan Retiree Medical plan options. If retired or totally disabled employees elect not to continue coverage in the UPlan at the time they leave employment, they may not elect to do so at a later date. (see also Section 5E.)

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