Common use of Offer Employees Clause in Contracts

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. 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 With respect to Business Employees who are not Company Employees nor Automatic Transfer Employees as of the Closing, where local employment or other Laws do not provide for the automatic transfer of Business Employees upon the transfer of a portion of the Business (or in its sole discretion and (ii) each any jurisdiction where local employment or other Laws do provide for the automatic transfer of employees upon the transfer of a portion of the Business but for any reason any relevant Business Employee (other than a Pre-Selected Employeedoes not transfer automatically by operation of law) selected by Purchaser in its sole discretion (each individual described in clauses (i) and (ii)such Business Employee, an “Offer Employee”); provided that , then Buyer shall, or shall cause one of its Affiliates to (A) at least twenty (20) days prior to the sum Closing (or any longer period of time required by applicable Law), offer employment in writing to (xi) the Pre-Selected Employees each Offer Employee located in North America and (yii) Offer Employee located outside North America and listed on Schedule 2.2, (B) allow each such Offer Employee seven days (or, if longer than seven days, the Offer Employees who are not Pre-Selected Employees shall be at least the number period of Business Employees set forth on Section 5.6(dtime required by local Law) of the Seller Disclosure Letter to consider such offer and (the “Section 5.6(dC) Threshold”). If Purchaser notify Sellers in a reasonable timeframe with respect to whether each such offer has been accepted or its applicable affiliate makes a Compliant Offer rejected; provided, however, with respect to any Business Employee, such Business Employee who is on short-time (or short-term) disability leave as of the Closing Date, if such Business Employee subsequently becomes eligible for long-term disability benefits with respect to the disabling event occurring pre-Closing, then the Seller shall be counted solely responsible for purposes of determining whether Purchaser satisfies the Section 5.6(d) Threshold, irrespective of whether long-term disability benefits for 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 (including taking any actions as are necessary to provide coverage for such offer of employment, refuses to transfer employment to Purchaser, dies, becomes disabled, or is terminated by Business Employee under any 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) PreBenefit Plan providing long-Selected Employee shall be counted for purposes of determining whether Purchaser satisfies the Section 5.6(d) Thresholdterm disability benefits). For the avoidance of doubt, Purchaser and its affiliates the Sellers or their applicable Affiliate (other than the Company) shall have no obligation to make an offer of employment to or continue retain the employment of any Business Offer Employee other than any Offer Employeeto whom Buyer or its applicable Affiliate offers employment and who is on long-term disability leave as of the Closing Date, and nothing herein shall be construed as a representation solely responsible for the provision of compensation and benefits to and all other costs and liabilities incurred of any such employee unless and until they are able to return to active employment with Buyer within the six month (or guarantee by Seller that any Offer Employee will accept the offers of employment, or offers to continue or accept employment, with Purchaserother legally required) period set forth above.

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. Pursuant to Section 5.6(eBy no later than ninety (90) and Section 5.6(f)days following the date hereof, 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 SSD Business Employee List includes the name of such applicable SSD Business Employee on or before such date, the Buyer Parent or one of the other Buyers shall offer employment in writing (x) and, if required by applicable Law to effectuate the Pre-Selected Employees and (y) transfer of any SSD Business Employee, accompanied by an employment contract), to be effective on the First Closing Date, to all Offer Employees who are not PreKey Employees (including such Offer Employees who are absent due to vacation, family leave, short-Selected Employees term disability, long-term disability or other approved leave of absence), and allow each such Offer Employee two (2) weeks (or such longer time period as may be required by applicable Law or any Employee Representative Body (if applicable)) to consider and accept such offer to be contingent on (i) the First Closing; (ii) such Offer Employee having obtained the regulatory licenses (if any) and work permits as may be required under applicable Law; (iii) Offer Employee being continuously employed by the Seller Parent or an Employing Subsidiary through the First Closing (or such later date contemplated by this Section 6.1(a) above); (iv) subject to Section 6.1(i), such Offer Employee agreeing to the termination of such Offer Employee’s employment contract with the Seller Parent or Employing Subsidiary (including agreeing that any applicable notice period shall be at least the number of Business Employees set forth on Section 5.6(d) of waived, such that employment with the Seller Disclosure Letter Parent or Employing Subsidiary shall terminate on and be subject to First Closing), if applicable, and (the “Section 5.6(dv) 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 commencing active employment with Purchaser the Buyer Parent or one of its affiliates the other Buyers (it being understood that any Business Employee who receives a Compliant Offer who rejects such offer of which employment, refuses to transfer employment to Purchaserin respect of any Offer Employees working in the People’s Republic of China, dies, becomes disabled, or is terminated by Seller for any reason shall be in the same city as the Employing Subsidiary that employs the Offer Employees immediately prior to the First Closing) on the First Closing Date (or such later date contemplated by this Section 6.1(a)); provided that, subject to any more favorable requirements under applicable Law, the Buyer Parent’s and/or one of the other Buyers’ offer of employment (and, if applicable, related employment contract) to any Offer Employee who is on short-term or long-term disability leave at the time the First Closing occurs (each such Offer Employee an “Inactive SSD Employee”) shall also be contingent on such Inactive SSD Employee’s return to active status within six (6) months following the First Closing (or such later date as required by applicable Law), and such Inactive SSD Employee shall remain employed by the Seller Parent or an applicable Employing Subsidiary immediately following the First Closing unless, and at such time as, such Inactive SSD Employee returns to active status within six (6) months of the First Closing (or such later date as required by applicable Law). Buyer Parent or one of the other Buyers, as applicable, shall be counted make reasonable best efforts to offer employment in accordance with this Section 6.1(b) to all Key Employees as an Offer Employee for purposes soon as practicable after the date of determining whether Purchaser satisfies this Agreement, but in no event later than twenty-one (21) days after the Section 5.6(d) Threshold. In additiondate of this Agreement; provided, each Section 5.6(k)(iii) Pre-Selected Employee however, that, upon the written request of the Buyer Parent, the Seller Parent 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 use commercially reasonable efforts to make a potential Key Employee available to meet with the Buyer Parent prior to the Buyer Parent or one of the other Buyers making an offer of employment to or continue such Key Employee. During the employment period from the date of any Business Employee other than any Offer Employeethis Agreement to the First Closing Date, the Seller Parent shall, and nothing herein shall be construed as a representation or guarantee cause the Employing Subsidiaries to, and the Buyer Parent shall, and shall cause the Buyers to, reasonably cooperate with each other to assist the Buyer Parent and the other Buyers in their efforts to extend and secure acceptances of offers of employment from the Offer Employees, including by Seller that any making each Offer Employee will accept accessible to the offers of employment, Buyer Parent or offers to continue or accept employment, with Purchaserthe other Buyers.