Offer of Employment; Continuation of Employment. (a) As soon as practicable (but not more than ten (10) Business Days) following the date of this Agreement, the Buyer shall, or shall cause Affiliate to, make an offer of employment effective as of the Closing Date to each individual designated as a Scheduled Employee on Schedule 9.1(b) (i) in the same job or position as in effect immediately prior to the Closing Date, (ii) at a worksite no more than twenty-five (25) miles from the current job’s position in effect immediately prior to the Closing Date, (iii) unless otherwise agreed in writing by the Parties on the date hereof, at a salary or wage level and with a bonus opportunity, benefits Confidential Treatment Requested (other than severance benefits, any benefits provided under any agreement excluded from Section 2.9(a)(xi) or any defined benefit pension or retiree medical or other retiree welfare benefits), perquisites and other terms and conditions of employment that are substantially comparable in the aggregate to the salary or wage level, bonus opportunity, benefits (other than severance benefits, any benefits provided under any agreement excluded from Section 2.9(a)(xi) or any defined benefit pension or retiree medical or other retiree welfare benefits), perquisites, and other terms and conditions that such Scheduled Employee was entitled to receive immediately prior to the date of this Agreement and (iv) requiring such employee to accept or decline such offer within ten (10) Business Days after receiving such offer. The Seller has provided the Buyer the information set forth in clauses (i), (ii) and (iii). Notwithstanding the foregoing, following the Closing Date, the Buyer or one of its Affiliates shall provide each New Buyer Employee, as of the Closing Date, with compensation and benefits (including incentive and equity-based compensation, but excluding any defined benefit pension or retiree medical or other retiree welfare benefits) at least as favorable as the compensation and benefits provided to similarly-situated employees of the Buyer and its Affiliates as of the Closing Date. The Buyer or its Affiliates will condition the offers to each Canadian Employee on such employee’s resigning in a manner that does not impose severance obligations on the Canadian Subsidiary nor trigger any rights to statutory or other benefits. The obligation of the Buyer to provide, or cause to provide, the conditions of employment relating to pay and employee benefits in accordance with this Section 9.1 shall con...
Offer of Employment; Continuation of Employment. The Parties hereto intend that there shall be continuity of employment with respect to all Business Employees. Buyer shall offer employment commencing on the Closing Date to all Business Employees who are not employed by an Acquired Company as of immediately prior to the Closing, including those on vacation, military leave, leave of absence (whether paid or unpaid), disability or layoff, on the terms set forth in Section 9.5
Offer of Employment; Continuation of Employment. The Parties hereto intend that there shall be continuity of employment with respect to all Business Employees. The term “New Buyer Employees” shall mean the Business Employees who commence working with Buyer on the Local Transfer Date or continue to work with an Acquired Company on the Local Transfer Date or are treated as continuing in employment by application of the Transfer Regulations.
Offer of Employment; Continuation of Employment. (a) No later than thirty (30) days prior to the Closing, the Purchaser shall, or shall cause its Affiliates to, provide an offer letter offering employment, the terms and conditions of which shall include the compensation, benefits, and other terms set forth below in this Section 8.01(a), effective as of the Closing, to each individual who, immediately prior to the Closing is a MCC Business Employee, except where a MCC Business Employee’s employment transfers automatically to the Purchaser or its Affiliates as a result of transactions contemplated by this Agreement, whether pursuant to applicable Law or as a result of the transfer to the Purchaser of the Transferred Equity Interests (including, for the avoidance of doubt, any MCC Business Employees who remain employed by any of the Transferred Entities as of the Closing).
Offer of Employment; Continuation of Employment. The Parties hereto intend that there shall be an offer of continuity of employment with respect to all Business Employees other than those Business Employees listed on Annex 10.7(b) (collectively, the "Non-Offered Employees"). Buyer shall offer employment commencing on the Closing Date to all Business Employees other than the Non-Offered Employees, including those Business Employees on vacation, leave of absence, disability or layoff, on the terms set forth in Section 10.7(d), subject to Buyer's generally applicable employment policies. Those persons who accept Buyer's offer of employment and who commence working with Buyer on or after the Closing Date shall hereafter be referred to as "Transferred Employees." Buyer shall not assume any liability with respect to any Business Employee who does not become a Transferred Employee, provided that Buyer complies with its obligation under this Section 10.7.
Offer of Employment; Continuation of Employment. The Parties hereto intend that there shall be continuity of employment with respect to all Business Employees. Buyer shall offer new or confirm continuing employment commencing on the first day after the Closing Date to all Business Employees, including those on vacation, military leave, leave of absence (whether paid or unpaid), disability or layoff, on the terms set forth in Section 9.4(c). Buyer shall be provided reasonable access to Business Employees prior to the Closing Date solely for the purpose of encouraging Business Employees to accept offers of employment or, as applicable, to maintain their continuing employment through the Closing Date, and Parent shall grant Buyer reasonable access to the Business Employees to facilitate enrollment in Buyer benefit plans, with such access in each case to be on terms, timing, and conditions agreed to by Parent. The term “New Buyer Employees” shall mean the Business Employees who commence working with Buyer or an Acquired Company or Business Subsidiary on the first day after the Closing Date or continue to work with an Acquired Company or Business Subsidiary on the first day after the Closing Date. With respect to any Business Employee whose employment will terminate in connection with the transactions contemplated by this Agreement, Parent shall pay, or cause to be paid, to such Business Employee the cash value of any vacation time or other paid time off that such Business Employee has accrued but not used as of the date of such Business Employee’s termination of employment. Section 9.4 shall apply to Business Employees employed outside the United States to the extent practicable, provided that Buyer shall in any event comply with applicable law and any Acquired Company agreements covering such employees.
Offer of Employment; Continuation of Employment. The Parties hereto intend that there shall be continuity of employment with respect to all employees of the Company (each, an “Employee”). The Buyer may, in its sole discretion, offer employment to any or all employees of IDX Canada Inc., a Washington corporation and a wholly owned subsidiary of the Seller, exclusively or primarily engaged in the Business (each, a “Canadian Employee”).
Offer of Employment; Continuation of Employment. The Parties hereto intend that there shall be continuity of employment with respect to all Business Employees identified in Section 9.5(b)(i) of the Disclosure Schedule. Neither Buyer shall employ or shall be required to employ the Business Employees identified in Section 9.5(b)(ii) of the Disclosure Schedule. The Buyers shall offer to all Business Employees identified in Section 9.5(b)(i) of the Disclosure Schedule, including those on vacation, military leave, layoff, leave of absence (whether paid or unpaid) or disability, employment with one of the Buyers or one of the Buyers’ Affiliates in a position with substantially similar duties and responsibilities as such employee has in his or her current position in the Business commencing at the Closing Time on the terms set forth in Section 9.5(c). The term “New Buyer Employees” shall mean the Business Employees who commence working with the Buyers at the Closing Time or continue to work with a Business Subsidiary at the Closing Time.
Offer of Employment; Continuation of Employment. The Parties hereto intend that there shall be continuity of employment with respect to all Business Employees employed on the Closing Date, including those on vacation, military leave, leave of absence (whether paid or unpaid), disability or layoff. Where the employment relationships of the Business Employees do not automatically transfer by operation of Law upon the Closing Date, Buyer or its Designated Affiliates shall offer (or cause its Designated Affiliates to offer) employment commencing on the Closing Date to all Business Employees (including all Business Employees of PKI Germany Opto) employed on the Closing Date, including those on vacation, military leave, leave of absence (whether paid or unpaid), disability or layoff, on the terms set forth in Section 9.5(d). A list of the Business Employees of PKI Germany Opto as of the date hereof is set forth on Schedule 9.5(b). The term “New Buyer Employees” shall mean the Business Employees who become employed by Buyer or its Designated Affiliates on the Closing Date or continue to work for a Business Subsidiary on the Closing Date. Buyer or its Designated Affiliates shall assume all Remaining Employee Expenses for all Business Employees employed on the Closing Date, including those on vacation, military leave, leave of absence (whether paid or unpaid), disability or layoff, who do not accept an offer of employment or who object (whether before or after accepting transfer to Buyer or its Designated Affiliate) to a transfer of their employment pursuant to local Laws (collectively, the “Remaining Seller Employees”); provided, however that in the case of Remaining Seller Employees of PKI Germany (the “German Remaining Employees”) (i) Buyer and PKI shall each bear one half ( 1/2) of the first $6,000,000 of Remaining Employee Expenses to such German Remaining Employees incurred during the period commencing on the date PKI Germany notifies the works council of the transactions contemplated by this Agreement and ending on the date nine (9) months thereafter and (ii) Buyer shall have responsibility for all other Remaining Employee Expenses with respect
Offer of Employment; Continuation of Employment. The Parties hereto intend that there shall be continuity of employment with respect to all Business Employees. Buyer shall offer employment commencing on the Closing Date to all Nicolet Employees, including those on vacation, leave of absence, disability or layoff, on the terms set forth in Section 10.8(d). Buyer will give credit for past service of the Business Employees with Seller or SRT for purposes of participation under Buyer's standard benefit plans (to the extent that past service is relevant to participation in such plans) and for purposes of determining such employee's vested interest under such plans. Those persons who accept Buyer's offer of employment and who commence working with Buyer on the Closing Date shall hereafter be referred to, with respect to their period of employment by Buyer, as "TRANSFERRED EMPLOYEES."
