Non-Automatic Transferred Employees Sample Clauses

Non-Automatic Transferred Employees. For each Business Employee who is not an Automatic Transferred Employee and whose employment cannot be assigned to an Acquired Subsidiary prior to Closing (each, an “Offered Employee”), before the Closing, the Buyer shall offer employment that is effective as of the Closing, subject to and in accordance with applicable Law, including Laws regarding employment-related Permit and consistent with the terms set forth in Section 6.1(e) below, to all such Offered Employees; provided, however, that the Offered Employees shall not include, except as otherwise required by applicable Laws, up to twenty (20) Business Employees serving in general and administrative positions as listed in Section 6.1(d) of the Company Disclosure Schedule or as may be subsequently mutually agreed between Buyer and the Company, shall not be transferred to the Buyer or receive offers of employment from, or requests for consent to assignment to, the Buyer. Those Offered Employees who accept such offer of employment from the Buyer, with such acceptance effective as of the Closing, and commence employment with the Buyer immediately following the Closing, along with all Automatic Transferred Employees and the Business Employees of any Acquired Subsidiary following the effectuation of the Restructuring, shall be defined as the “Transferred Employees.” Notwithstanding the foregoing, with respect to any Business Employee (other than an Automatic Transferred Employee) who is on a leave of absence as of immediately prior to the Closing (each, an “On-Leave Employee”), such Business Employee shall be retained by the Company and its Affiliates (other than an Acquired Subsidiary). If an On-Leave Employee returns to active employment within one hundred eighty (180) days following the Closing, the Buyer shall make an offer of employment to such Business Employee in accordance with this Section 6.1(d), and upon such Business Employee’s acceptance of such offer, such Business Employee shall be deemed as Transferred Employee for purposes of this Agreement. (i) Subject to any more favorable requirements under applicable Laws, for a period of at least twelve (12) months following the Closing (or, if earlier, until a Transferred Employee’s employment terminates), the Buyer shall provide to each Transferred Employee who remains employed and who is not covered under a Labor Agreement (A) a base salary, wages, or commission rates (if applicable) or target annual cash incentive compensation opportunities that are...