Common use of New Employment Arrangements Clause in Contracts

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Non-Solicitation Agreements executed concurrently with this Agreement shall be in full force and effect shall not have been revoked, rescinded, or otherwise repudiated by the respective signatories thereto.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by each of the Key Employees concurrently with this Agreement shall be in full force and effect and shall not have been revoked, rescinded or otherwise repudiated by the respective signatories thereto, and no Key Employee shall have shall terminated his or her employment with the Company (or one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. (iA) 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Non-Solicitation Agreements executed concurrently with this Agreement shall be in full force and effect shall not have been revoked, rescinded, or otherwise repudiated by the respective signatories thereto.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 employment agreements 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 theretosuch Key Employee, 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 terminatingtowards terminating (including notifying any Person affiliated with Buyer, the Company or any of its Subsidiaries of his or her intent to terminate) his or her employment with the Company (or one of its Subsidiaries, as applicable) at or prior to the Closing, Closing or with Parent the Surviving Corporation or one of its subsidiaries Buyer following the Closing. All of the Key Employees (1) shall have executed Buyer’s Inventions and Proprietary Rights Assignment Agreement and Code of Conduct in the form attached to Schedule 2.2(b)(x)(A) and (2) if currently working in the United States, shall be eligible to work in the United States. (iiiB) At least 75% ninety percent (90%) of the total number Other Employees who have received an offer of employees of employment pursuant to Section 7.5(c) at least fifteen (15) Business Days prior to the Company Closing with equivalent or any Subsidiary greater base compensation and bonus opportunity (other if applicable) than the Key Employees and employees classified as general and administrative in the Books and Records on the date hereof) those currently provided (A1) shall have signed an Offer Letter substantially in the form provided by Parent or that is reasonably acceptable attached to ParentSchedule 2.2(b)(x)(B), in each case effective on immediately following the first Business Day after the Closing DateClosing, (B2) shall not have terminated his or her employment with the Company (or one of its SubsidiariesSubsidiaries or a PEO, as applicable) or expressed an intention to terminate), or taken action toward terminatingnotified any Person affiliated with Buyer, the Company or any of its Subsidiaries of his or her intent to terminate his or her employment with the Company (or one of its SubsidiariesSubsidiaries or a PEO, as applicable) at or prior to the Closing, Closing or with Parent the Surviving Corporation or one of its subsidiaries Buyer following the Closing, (C3) shall have satisfied ParentBuyer’s customary employee background investigation investigations (which includes provided that if Buyer elects not to retain any person on the absence basis of a record such background check, such person will be disregarded for purposes of any criminal conviction in all applicable court and police recordsdetermining whether this condition has been satisfied), (D4) shall have executed ParentBuyer’s Inventions and Proprietary Rights Assignment Agreement and Code of ConductConduct in the form attached to Schedule 2.2(b)(x)(A), and (E5) if currently working in the United States, shall be eligible to work in the United States.

New Employment Arrangements. (i) Each Concurrently with the execution of the Non-Competition and Non-Solicitation Agreements executed concurrently with this Agreement shall be in full force and effect shall not have been revokedAgreement, 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 signed a Key Employee Offer Letter, and all but four (or one of its Subsidiaries, as applicable4) 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 Other 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 and agreed to become an employee of Parent or that is reasonably acceptable to Parent, in each case effective on the first Business Day after the Closing Date, (B) Closing; and Parent shall not have terminated his revoked or her voided a Key Employee’s offer of employment with or more than four (4) of the Company total offers of employment to Other Employees due to such employee’s failure to (or one of its Subsidiaries, as applicablea) 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 satisfy Parent’s customary employee background investigation (which includes the absence of a record of any criminal conviction in all applicable court and police records), ) or (Db) shall have executed be eligible to work in the United States or (c) execute Parent’s Inventions and Proprietary Rights Assignment Agreement and Code of Conduct. (ii) With respect to each Key Employee and all but four (4) of the total number of Other Employees, (a) the individual’s Key Employee Offer Letter or Other Employee Offer Letter, as applicable, shall be unrevoked, unvoided and in full force and effect through the Closing and (Eb) the individual shall be eligible not have: (x) terminated his or her employment with the Company; or (y) expressed an intention or interest (whether formally or informally) in, or taken action toward: (A) terminating his or her employment with the Company at or prior to work in the United StatesClosing, or with the Surviving Corporation or Parent following the Closing; (B) not relocating to San Francisco if required by Parent; or (C) attempting to change or changing the terms of his Offer Letter following the Closing. (iii) Each of the Key Employees shall have entered into a Non-Competition and Non-Solicitation Agreement with Parent.

New Employment Arrangements. (iA) Each of the Non-Competition employment agreements or letters of intent, as applicable, shall have been executed by each of the Key Employees 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 (contingent upon the respective signatories thereto. (iiClosing) 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 theretosuch Key Employee, and no Key Employee shall have terminated his or her employment or engagement with the Company (or one of its Subsidiaries, Affiliates or PEOs, as applicable), or indicated that he or she is not willing or does not intend to be employed or engaged by the Company (or one of its Subsidiaries, Affiliates or PEOs, as applicable) at or prior to the Closing or with the Surviving Corporation, Buyer or one of its or their designated Affiliates or PEOs following the Closing. Each of the Key Employees, as determined by Buyer, (1) shall have executed Buyer’s Non-Disclosure and Assignment Agreement and Code of Conduct substantially in one of the forms attached to Schedule 2.2(b)(x)(A) (as determined by Buyer) and (2) if currently working in the United States, shall be eligible to work in the United States. (B) At least ninety percent (90%) of the Other Employees who have received a services agreement or an offer of employment or engagement pursuant to Section 7.5(c) (1) shall have signed an Offer Letter substantially in one of the forms attached to Schedule 2.2(b)(x)(B) (as determined by Buyer), in each case effective immediately following the Closing, (2) shall not have terminated his or her employment, engagement or other service relationship with the Company (or one of its Subsidiaries, Affiliates or PEOs, as applicable), or notified any Person affiliated with Buyer, the Company or any of its Subsidiaries of his or her intent to terminate his or her employment with the Company (or one of its Subsidiaries, as applicable) Affiliates or expressed an intention to terminate, or taken action toward terminating, his or her employment with the Company (or one of its SubsidiariesPEOs, as applicable) at or prior to the Closing, Closing or with Parent the Surviving Corporation, Buyer 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 their designated Affiliates 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 PEOs following the Closing, (C3) shall have satisfied ParentBuyer’s customary employee background investigation investigations (which includes provided that if Buyer elects not to retain any person on the absence basis of a record such background check, such person will be disregarded for purposes of any criminal conviction in all applicable court and police recordsdetermining whether this condition has been satisfied), (D4) 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.have