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. On or before the Closing Date, Buyer shall make offers of employment, which shall be conditional on the occurrence of the Closing, to all Business Employees who are employed by Seller 1 on the Closing Date (including any such Business Employees who are on approved leave on the Closing Date because of jury duty, family or medical leave, sick leave, vacation, salary continuation or military duty or who are on short-term disability, but excluding any such Business Employees who are on long-term disability). Each such offer shall provide for (a) base compensation that is the same as or greater than the base compensation paid to such Business Employee immediately prior to the Closing Date, (b) authority, duties and responsibilities that are the same as or greater than the authority, duties and responsibilities that each such Business Employee had immediately prior to the Closing Date and (c) the same working location where each such Business Employee worked immediately prior to the Closing Date. Unless any such Business Employee declines Buyer’s offer of employment, each such Business Employee shall be deemed to have accepted Buyer’s offer of employment and shall become an employee of Buyer as of the Closing Date and shall cease participating in any Employee Benefit Plans, except as provided in Section 9.2. The Business Employees employed by Seller 1 who accept (or are deemed to accept) employment with Buyer shall be referred to herein as the “Transferring Employees.”
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. 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 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. Following the execution of this Agreement, ATMI and its Affiliates shall not transfer any Business Employee on the Preliminary List of Business Employees to another unit of ATMI without the prior written consent of the Acquiror. ATMI shall provide on a bi-weekly basis an updated version of the Preliminary List of Business Employees reflecting changes to the Preliminary List of Business Employees as permitted pursuant to Section 5.01(a)(v). No later than fifteen (15) days prior to the Closing Date, ATMI shall provide to the Acquiror an updated Preliminary List of Business Employees reflecting changes to the Preliminary List of Business Employees as permitted pursuant to Section 5.01(a)(v) and shall xxxx that list as “final” (the “Final List of Business Employees”) in order for the Acquiror to make offers of employment to such employees in accordance with the provisions of this Section 6.
Offer of Employment; Continuation of Employment. Prior to the Closing Date, Buyer agrees it will make offers of employment to at least ninety-five percent (95%) of the employees of Seller set forth on Schedule 9.4(a) (each, a “Business Employee”) in good faith, with salary and bonus compensation that is substantially similar to that provided by Seller and with other terms and conditions such that, if the offer is declined by the Business Employee, the Business Employee shall not be deemed to have suffered an “employment loss” for purposes of WARN or any state counterpart to WARN. Nothing herein shall be construed as an offer of employment on other than an employee-at-will basis. In the event that Buyer does not make an offer of employment to any Business Employee, Buyer agrees to promptly reimburse Seller for any severance or similar amounts payable to such Business Employee under severance or similar policies of Seller in effect as of the date of this Agreement.
Offer of Employment; Continuation of Employment. The Buyer shall make offers of “at-will” employment, on either a transitional or regular basis as determined by the Buyer, to each Business Employee in the U.S. who is an employee of Seller immediately prior to the Closing Date. Such offers of U.S. “at-will” employment shall be effective starting the day after the Closing Date, upon proof of citizenship or appropriate employment authorization from the U.S. Immigration and Naturalization Service or the U.S. Department of State evidencing a right to work in the United States. Such “at-will” employment arrangements will supersede any prior employment agreements and other arrangements with such employee in effect prior to the Closing Date. The Buyer and the Seller shall use commercially reasonable efforts to encourage such employees to accept the offers of employment. Each of the New Buyer Employees shall enter into Buyer’s standard agreement regarding confidential and proprietary information and Buyer’s standard form of offer letter subject to the Closing.
Offer of Employment; Continuation of Employment. Those persons who accept Buyer's offer of employment and who commence working with Buyer on the Effective Time shall hereafter be referred to as "Transferred Employees." As of the execution date hereof, Buyer intends to offer employment to each person employed by Seller at the Business prior to the Effective Time. For the Transferred Employees, Buyer will give credit for past service of the Business Employees with Seller for all purposes except for the purpose of benefit accrual under any defined benefit pension plan of Buyer. Buyer shall not, however, assume any obligations under any individual employment agreement between any Business Employee and Seller or one of its Affiliates, except as transferred under the Assignment attached as Attachment VIII. Seller hereby releases any Transferred Employees from any agreement in favor of Seller imposing confidentiality or noncompetition obligations to the extent relating to the Business.
