Offer Employees Sample Clauses
The "Offer Employees" clause defines the obligations and procedures for one party to extend employment offers to individuals, typically in the context of a business transaction or acquisition. This clause may specify which employees are eligible to receive offers, the timing and terms of such offers, and any conditions that must be met for employment to commence, such as background checks or acceptance deadlines. Its core practical function is to ensure a smooth transition of personnel by clearly outlining how and when employment offers will be made, thereby minimizing uncertainty and potential disputes during organizational changes.
Offer Employees. Pursuant to Section 5.6(e) and Section 5.6(f), Purchaser may continue or accept the employment of or make offers of employment to (i) each Pre-Selected Employee selected by Purchaser in its sole discretion and (ii) each other Business Employee (other than a Pre-Selected Employee) selected by Purchaser in its sole discretion (each individual described in clauses (i) and (ii), an “Offer Employee”); provided that the sum of (x) the Pre-Selected Employees and (y) the Offer Employees who are not Pre-Selected Employees shall be at least the number of Business Employees set forth on Section 5.6(d) of the Seller Disclosure Letter (the “Section 5.6(d) Threshold”). If Purchaser or its applicable affiliate makes a Compliant Offer to any Business Employee, such Business Employee shall be counted for purposes of determining whether Purchaser satisfies the Section 5.6(d) Threshold, irrespective of whether such individual actually commences employment with Purchaser or one of its affiliates (it being understood that any Business Employee who receives a Compliant Offer who rejects such offer of employment, refuses to transfer employment to Purchaser, dies, becomes disabled, or is terminated by Seller for any reason prior to the Closing, shall be counted as an Offer Employee for purposes of determining whether Purchaser satisfies the Section 5.6(d) Threshold. In addition, each Section 5.6(k)(iii) Pre-Selected Employee shall be counted for purposes of determining whether Purchaser satisfies the Section 5.6(d) Threshold. For the avoidance of doubt, Purchaser and its affiliates shall have no obligation to make an offer of employment to or continue the employment of any Business Employee other than any Offer Employee, and nothing herein shall be construed as a representation or guarantee by Seller that any Offer Employee will accept the offers of employment, or offers to continue or accept employment, with Purchaser.
Offer Employees. Purchaser may extend offers of employment (which may be for employment with Purchaser or any of its Affiliates) to certain Employees whose employment does not transfer (each employee that receives an offer, an “Offer Employee).
Offer Employees. Pursuant to and in accordance with Section 5.12(f), Purchaser may make offers of employment to such Business Employees selected by Purchaser in its sole discretion (each such individual to whom Purchaser makes an offer, an “Offer Employee”). For the avoidance of doubt, nothing herein shall be construed as a representation or guarantee by the Company that any Offer Employee will accept the offers of employment, or offers to continue or accept employment, with Purchaser.
Offer Employees. The first sentence of Section 7.05(a)(iii) of the Purchase Agreement is hereby deleted and replaced in its entirety with the following: As soon as reasonably practicable (but in any event no later than fifteen (15) days following the Closing Date), the Purchaser shall offer employment, effective no later than thirty (30) days following the Closing Date, to all Offer Employees who are actively at work on the Closing Date (each, an “Active Offer Employee”) and the Purchaser shall be liable for, and shall reimburse and indemnify the Seller with respect to, all costs and expenses incurred by the Seller in connection with the employment of such Offer Employees during the period beginning on the Closing Date and ending on the earlier of (x) the date the Offer Employees transfer employment to Purchaser (such date, the “Transfer Time”) and (y) such 30th day following the Closing Date. Notwithstanding the foregoing, the Purchaser shall not be liable for, and shall not reimburse or indemnify the Seller with respect to any amount due in connection with the employment of such Offer Employee as the result of the willful misconduct or unlawful activity of the Seller or its agents (for the avoidance of doubt, any liabilities that arise as a result of an action or an omission by the Purchaser shall be borne solely by the Purchaser and the Seller shall have no liability in connection therewith). Prior to the applicable Transfer Time, an Offer Employee who remains employed shall be for all purposes considered an employee of Seller.
Offer Employees. With respect to each Business Employee who is employed by Parent or one of its Affiliates (other than a Transferred Entity) and who does not become a Transferred Business Employee pursuant to Section 6.1(b) or Section 6.1(c) (an “Offer Employee”), no later than twenty (20) days prior to the Closing Date, Purchaser shall, or shall cause one of its Affiliates to, make a written offer of employment, effective as of the Closing Date, on terms and conditions consistent with the requirements of this Article VI and applicable Law, to each Offer Employee. Each such offer shall be subject to the prior review and comment of Parent and Purchaser shall consider Parent’s comments in good faith.
Offer Employees. For each SpinCo Employee employed in a jurisdiction where there is no SpinCo Entity authorized to provide employment in such jurisdiction as of immediately prior to the Distribution Time (each, an “Offer Employee”), Merger Partner shall, or shall cause one of its Subsidiaries to, effective as of the Closing, (i) if such employment automatically transfers by operation of Law (including under the ARD), accept the automatic transfer of employment of such SpinCo Employee by operation of Law or (ii) if such employment does not automatically transfer by operation of Law, provide to such SpinCo Employee a written offer of employment with Merger Partner or any of its then existing Subsidiaries. All such offers shall (A) comply with the requirements set forth in, and provide for compensation and benefits on terms that are consistent with, Section 2.4 of this Agreement and (B) set forth other terms that satisfy all requirements of applicable Law and are sufficient to avoid triggering redundancy, severance, termination or similar entitlements in connection with the transfer of employment from a member of the Company Group to a member of the SpinCo Group. Any offer of employment to a SpinCo Leave Employee will be made in accordance with Section 2.3(c) below. Any offers of employment provided pursuant to this Section 2.3(b) shall be subject to advance review and comment by the Company and ▇▇▇▇▇▇ Partner shall consider the comments of the Company in good faith.
Offer Employees. Subject to Section 5.7(a)(iii) and Section 5.7(a)(v), where the local employment Laws do not provide for the automatic transfer of employees upon the transfer of a business or part of a business as a going concern (or in any jurisdiction where the local employment Laws do provide for the automatic transfer of employees upon the transfer of a business or part of a business as a going concern but applicable Law requires that an Applicable Employee receives an offer of employment or for any reason any Applicable Employee does not transfer by operation of law), Buyer shall, or shall cause an Affiliate to (A) prior to the Closing Date, offer employment in writing to each such Applicable Employee commencing on the Closing Date (or upon the return of any such Applicable Employee to active employment) and (B) allow each such Applicable Employee at least two weeks (or the period of time required by local Law, if greater) to consider such offer prior to the Closing Date. Following Buyer’s offers of employment, Seller shall, or shall cause one of its Affiliates to, give any notice of termination required by contract or local Law to the applicable Offer Employee, subject to any actual or deemed resignation or waiver of such notice agreed with such Offer Employee, or otherwise cause such Offer Employee to cease to be employed with Seller and its Affiliates. With respect to any Applicable Employee who commences employment with Buyer or its Affiliates after the Closing Date, references to “Closing” or “Closing Date” in this Section 5.7 shall be deemed to mean the date such Applicable Employee commences employment.