Offer Employees Sample Clauses

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.
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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).
Sample 1Sample 2
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.
Sample 1
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 Xxxxxx Partner shall consider the comments of the Company in good faith.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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Related to Offer Employees

  • TIME EMPLOYEES Definition

  • 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.

  • New Employees The Employer agrees to acquaint new Employees with the fact that a Union Agreement is in effect.

  • Former Employees All Employees terminating service with the Employer during the Plan Year and who have satisfied the eligibility requirements based on the terms of the Employer's accumulated benefits plans checked below (select all that apply; leave blank if no exclusions): a. [ ] The Former Employee must be at least age (e.g., 55) b. [ ] The value of the sick and/or vacation leave must be at least $ (e.g., $2,000) c. [ ] A contribution will only be made if the total hours is over (e.g., 10) hours d. [ ] A contribution will not be made for hours in excess of (e.g., 40) hours

  • Shift Employees Employees who work rotating shift patterns or those who work qualifying shifts shall be entitled, on completion of 12 months employment on shift work, to up to an additional 5 days annual leave, based on the number of qualifying shifts worked. The entitlement will be calculated on the annual leave anniversary date. Qualifying shifts are defined as a shift which involves at least 2 hours work performed outside the hours of 8.00am to 5.00pm, excluding overtime. Number of qualifying shifts per annum Number of days additional leave per annum 121 or more 5 days 96 – 120 4 days 71 – 95 3 days 46 – 70 2 days 21 – 45 1 day

  • Business Employees (a) Schedule 1.1(a) contains a complete and accurate list of all the Business Employees as of the date specified in such list (which in any event shall be no more than ten (10) business days prior to the date hereof), showing for each Business Employee, the name, title, location, service date, annual salary or wages as of such date and aggregate annual compensation for Seller's 2002 fiscal year. None of the Business Employees is covered by any union, collective bargaining agreement or other similar labor agreement, formal or informal, nor, to Seller's knowledge, has there been any labor union organizing activities relating to the Business Employees within the past five years. (b) Except as set forth in Schedule 3.10(b), with respect to the Business Employees, Seller does not currently maintain, contribute to or have any liability under any Benefit Plan. With respect to each Benefit Plan identified on Schedule 3.10(b), Seller has made available to Buyer true and complete copies of the most recent summary plan or other written description thereof. Each Benefit Plan listed on Schedule 3.10(b) has been operated in material compliance with all applicable Laws, including ERISA. Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or has pending or has time remaining in which to file an application for such determination, from the IRS, and Seller is not aware of reason why any such determination letter should be revoked or not issued or reissued. Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of Seller, who is a "disqualified individual" (as defined in proposed Treasury Regulation Section 1.280G-1), under any Contract that will be assumed by the Buyer, would not be characterized as an "excess parachute payment" (as defined in Section 280G of the Code). (c) With respect to the CATV Business, there is not presently pending or existing, and, to Seller's knowledge, there is not threatened, (i) any strike, slowdown, picketing, or work stoppage, (ii) any application for certification of a collective bargaining agent, or (iii) any controversies pending, or to Seller's knowledge, threatened between Seller or any Subsidiary and any of its employees that, individually or in the aggregate, have had or could reasonably be expected to have a Seller Material Adverse Effect.

  • Active Employees Active Employees who have not terminated service during the Plan Year and who meet the following requirements (select all that apply; leave blank if no exclusions): a. [ ] The Employee must be at least age (e.g., 55) b. [ ] The value of the sick and/or vacation leave must be at least $ (e.g., $2,000) c. [ ] A contribution will only be made if the total hours is over (e.g., 10) hours d. [ ] A contribution will not be made for hours in excess of (e.g., 40) hours

  • 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.

  • Affected Employees 6.8(a) Affiliate............................................................................... 5.1(a)(iii) Agreement...............................................................................

  • 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.

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