New Employment Arrangements. (a) Parent, in its sole discretion, may offer “at will” employment by Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) to selected individuals who were Employees of the Company or its Subsidiaries immediately prior to the Closing Date. Such “at-will” employment arrangements (each, an “Offer Letter”) will state the terms and conditions, including the salary of such Employee, which will be determined by Parent, and supersede any prior employment agreements and other arrangements with such employee in effect prior to the Closing Date (other than any proprietary rights, confidentiality, non-competition and assignment of inventions agreements). Each employee of the Company or its Subsidiaries who (x) executes and delivers his or her acceptance of an (i) Offer Letter in the United States, (ii) the Parent’s Invention and Non-Disclosure Agreement, (iii) the Parent’s Non-Competition and Non-Solicitation Agreement, (iv) Parent’s Code of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media Policy, and the (vii) Parent’s Xxxxxxx Xxxxxxx Policy (the documents and agreements in (i) through (vii) shall be collectively referred to as the “Welcome Packet Documents”) within the reasonable deadline set by the Offer Letter and becomes an employee of Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) or (y) continues as an employee of Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) as required by Law outside the United States shall be referred to herein as a “Continuing Employee.” Notwithstanding anything in this Agreement to the contrary, no Continuing Employee, and no other Company Employee or Company Personnel, shall be deemed to be a third-party beneficiary of this Agreement and nothing in this Agreement shall purport to amend or modify the terms of any employee benefit plans of Parent or its Subsidiaries or provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment for any specified period of any nature or kind.
(b) At least one (1) Business Day prior to Closing, the Company shall deliver to Parent validly executed Welcome Packet Documents in substantially the form attached hereto as Exhibit G each individual listed on Schedule 5.11(b) (the “Key Employees”) and all other Continuing Employees which shall be effective as of the Effective Ti...
New Employment Arrangements. At least three (3) business days prior to the Closing Date, each person who is a Designated Employee shall be offered “at-will” employment with Parent, to be effective as of the Closing Date, subject to proof evidencing a legal right to work in his or her country of current employment. Such “at-will” employment arrangements shall (i) be set forth in offer letters based on Parent’s standard form (each, an “Offer Letter”), and (ii) supersede any prior employment agreements and other arrangements between Seller and any such Designated Employee in effect prior to the Closing Date. Each of the Key Employees is executing an Offer Letter prior to or concurrently with the execution of this Agreement, which Offer Letter shall be effective as of the Closing Date. Each employee of Seller who becomes an employee of Parent on or after the Closing Date shall be referred to hereafter as a “Continuing Employee.” Continuing Employees shall be eligible to receive benefits consistent with Parent’s standard human resources policies. Each Continuing Employee shall resign his or her employment with Seller effective as of the Closing, and shall waive any and all potential claims against Seller, Buyer and Parent for severance benefits based on any employment arrangement or related agreement between such Continuing Employee and Seller. In furtherance of the foregoing, immediately prior to the Closing, Seller shall terminate all employment agreements and other arrangements with each Continuing Employee (other than those termination letters (in form reasonably acceptable to Buyer) Seller is entering into with Key Employees providing for contingent payments to such persons terminated by Parent or Buyer within a designated period following Closing) and waive all of its rights under any such employment agreements or other arrangements, including without limitation any non-competition agreements and any duty of confidentiality owed to Seller by any such Continuing Employee, effective as of the Closing Date. If Seller terminates and is required to pay cash severance amounts to any Employee who is not employed by Parent on or as of the Closing Date, and such former Employee is then hired by Parent or Buyer prior to the earlier of two years following the Closing Date and the date of the Liquidation, Buyer shall repay such severance amounts to Seller, provided that Seller shall provide Buyer with reasonable written documentation of such amounts.
New Employment Arrangements. (i) Each of the Non-Competition and Non-Solicitation Agreements executed concurrently with this Agreement shall be in full force and effect shall not have been revoked, rescinded, or otherwise repudiated by the respective signatories thereto.
(ii) Each of the Offer Letters executed by each of the Key Employees concurrently with this Agreement shall be in full force and effect and shall not have been revoked, rescinded or otherwise repudiated by the respective signatories thereto, and no Key Employee shall have shall terminated his or her employment with the Company (or one of its Subsidiaries, as applicable) or expressed an intention to terminate, or taken action toward terminating, his or her employment with the Company (or one of its Subsidiaries, as applicable) at or prior to the Closing, or with Parent or one of its subsidiaries following the Closing.
(iii) At least 75% of the total number of employees of the Company or any Subsidiary (other than the Key Employees and employees classified as general and administrative in the Books and Records on the date hereof) (A) shall have signed an Offer Letter in the form provided by Parent or that is reasonably acceptable to Parent, in each case effective on the first Business Day after the Closing Date, (B) shall not have terminated his or her employment with the Company (or one of its Subsidiaries, as applicable) or expressed an intention to terminate, or taken action toward terminating, his or her employment with the Company (or one of its Subsidiaries, as applicable) at or prior to the Closing, or with Parent or one of its subsidiaries following the Closing, (C) shall have satisfied Parent’s customary employee background investigation (which includes the absence of a record of any criminal conviction in all applicable court and police records), (D) shall have executed Parent’s Inventions and Proprietary Rights Assignment Agreement and Code of Conduct, and (E) shall be eligible to work in the United States.
New Employment Arrangements. At least four (4) of the five (5) the Key Employees (including Xxxxx Xxxxx, Xxxxxx Xxxxxx and Xxx Xxxxxxxxxxx) shall have entered into “at-will” employment arrangements with Parent pursuant to their execution of an Offer Letter, shall have agreed to be employees of Parent after the Closing, and shall be employees of Seller immediately prior to the Closing. In addition, effective as of the Closing Date, other than the termination letters contemplated by Section 5.9, Seller shall have terminated all employment agreements and other arrangements with the Continuing Employees and shall have waived all of its rights under any such employment agreements or other arrangements, including any duty of confidentiality owed to Seller by any such Continuing Employee.
New Employment Arrangements. (a) Buyer will offer all of the employees of the Company “at-will” employment by the Surviving Corporation, except the employees set forth on Schedule 8.1, who shall be terminated by the Company prior to Closing, to be effective as of the Effective Time (or as soon as practicable thereafter), upon proof of a legal right to work in the United States. Such “at-will” employment will: (a) be subject to and in compliance with Buyer’s applicable policies and procedures, including, but not limited to, employment background checks and the execution of an employee proprietary information agreement governing employment conduct and performance, (b) have terms, including the position and salary, which will be determined by Buyer, (c) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such employee may otherwise have been eligible, (e) supersede any prior express or implied employment agreements, arrangements, representations, or offer letters in effect prior to the Closing Date, and (f) include agreements providing for non-solicitation of the customers and employees of the Company, Buyer and the Surviving Corporation following the termination of such employee, arbitration and release of claims. Each employee of the Company who remains an employee of Buyer or the Surviving Corporation after the Closing Date shall be referred to hereafter as a “Continuing Employee.” Continuing Employees shall be eligible to receive benefits consistent with Buyer’s applicable human resources policies. Continuing Employees shall execute the restrictive covenants agreement required to be executed by Buyer’s employees.
(b) Notwithstanding anything to the contrary herein, nothing herein expressed or implied shall confer upon any Continuing Employee, current or past employee of the Company or Buyer, or any other employee or legal representatives or beneficiaries of any thereof any rights or remedies, including any rights to employment or continued employment for any specified period of any nature or kind whatsoever under or by reason of this Agreement, or shall cause the employment status of any employee (including any Continuing Employee) to be other than terminable at-will by the Buyer or the Company.
(c) The Buyer covenants and agrees that in connection with any decision concerning any Continuing Employee’s eligibility for participation and vesting in any employee welfare benefit plan, employee pension benefit plan, or employee fringe benefit ...
New Employment Arrangements. Each of the Key Employees shall have entered into “at-will” employment arrangements with Parent and/or the Surviving Corporation pursuant to their execution of an Offer Letter which shall be in full force and effect, (ii) shall have agreed to be employees of Parent after the Closing, (iii) shall be employees of the Company immediately prior to the Effective Time and (iv) shall not have taken any action or expressed any intent to terminate or modify such acceptance or intent to leave the employ of Parent or the Company following the Effective Time.
New Employment Arrangements. The employees of the Company immediately prior to the Closing Date shall be offered “at-will” employment by Acquiror, to be effective as of the Closing Date, upon proof of citizenship or appropriate employment authorization from the U.S. Immigration and Naturalization Service or the U.S. Department of State evidencing a right to work in the United States. Such “at-will” employment arrangements will (i) be set forth in offer letters (each, an “Offer Letter”), (ii) be subject to and in compliance with Acquiror’s applicable human resources policies and procedures, (iii) have terms, including the position, salary and responsibilities of such employee, which will be determined by Acquiror after consultation with the Company’s management, and (iv) supersede any prior employment agreements and other arrangements with such employee in effect prior to the Closing Date. In furtherance of the foregoing, the Company shall terminate all employment agreements and other arrangements with its employees effective prior to the Closing.
New Employment Arrangements. Promptly after execution of this Agreement, Parent will notify the Company of the number and terms of options to purchase Parent Common Stock it intends to grant to the Company's employees at the Closing that are offered, and accept, employment with Parent.
New Employment Arrangements. On or before the date hereof, Sxxxx Xxxxx, Jan Norelid, Rxxxxxx XxXxx and Jxxxxx Xxxxx shall deliver executed employment agreements (each, an "Employment Agreement"), which Employment Agreements shall be effective as of the Closing Date. Such Employment Agreements will set forth employment arrangements which will (i) have terms, including the position, salary and responsibilities of such employee, which will be determined by the Company's management, (ii) be for a term of not less than three years from Closing, and (iii) supersede any prior employment agreements and other arrangements with such employee in effect prior to the Closing Date.
New Employment Arrangements. At least seven of the Key Employees (provided that such seven Key Employees include both Key Employees set forth on Schedule 8.2(d)) and at least 33 of the Designated Employees other than the Key Employees shall have entered into "at-will" employment arrangements with Parent pursuant to their execution of an Offer Letter and shall be employees of Seller immediately prior to the Closing. In addition, effective as of the Closing Date, Seller shall have terminated all employment agreements and other arrangements with the Continuing Employees and waived all of its rights with respect to any duty of confidentiality owed to Seller by any such Continuing Employee with respect to the Acquired Assets or any other intellectual property or technology of Seller.
