Offer of Employment to Employees. Seller shall cooperate with all requests made by PRG or Purchaser for the purpose of allowing PRG or Purchaser to offer employment to all employees of the ophthalmology division of Seller at the field offices of the Business and at the Tucker, Georgia office of the Division other than those employees listed on Exhibit 5.9, such employment to be effective as of the Closing Date. Purchaser will, as a part of its offer of employment to employees, extend to persons accepting such offers of employment, credit for the length of service since the most recent date of hire by Seller prior to the Closing Date, for the purpose of determining eligibility for participation in employee benefits plans, if any, offered by Purchaser after the Closing Date. However, except as set forth in Exhibit 2.3(b), Seller shall remain liable under any Seller Plans for any claims incurred by any employees or their spouses or dependents, and for all compensation, bonuses, benefits and other such items and other liabilities related to Seller's employees incurred by Seller prior to the Closing Date.
Offer of Employment to Employees. (i) At and as of the Effective Time, Buyer will offer employment to substantially all of Seller’s Branch employees (the “Employees”), as identified on the Employee Disclosure Schedule attached hereto as Exhibit H, subject to Buyer’s normal hiring and background investigation processes and standards and any requirements of applicable laws and regulations. In addition to the foregoing, Buyer intends to negotiate and enter into an employment agreement with the key employees identified on Exhibit R attached hereto (the “Key Employees”).
(ii) Unless mutually agreed to in writing by the parties hereto, for a period of one year from the Effective Time, Seller will not offer, and will instruct its affiliates not to offer, employment to any Employees who are hired by Buyer pursuant to this Agreement, or (prior to the Effective Time), any employees who are offered employment by Buyer. Notwithstanding the foregoing, for a period of three (3) years from the Effective Time, Seller will not offer, and will instruct its affiliates not to offer, employment to the Key Employees hired by Buyer pursuant to this Agreement and the employment agreement between Buyer and the Key Employees.
Offer of Employment to Employees. At least ten (10) Business Days prior to the Closing Date, Purchaser or one of its Affiliates shall offer to employ effective the Closing Date on an “at will” basis, in comparable positions and at a base salary not less than what they were earning immediately prior to the Closing (it being agreed that in no event shall such base salary be decreased or any Employee be terminated without cause prior to the date falling ninety (90) calendar days after the Closing Date), any and all of the Employees listed on Schedule 6.1 and any and all of the employees that ADP hires, with the prior consent of Purchaser, after the date hereof to exclusively work for the Transferred Business. ADP shall use its commercially reasonable efforts to encourage all such employees offered employment to accept such offers. Purchaser (or its Affiliate) shall not provide any specific incentive or inducement to any such employee to choose to be covered under the health care continuation provisions of any Employee Benefit Plan of ADP including the payment of all or a portion of any “COBRA” premium.
Offer of Employment to Employees. Buyer acknowledges and agrees that it has made a Qualifying Offer to employ each employee of Polymer Thailand. The parties acknowledge that the provisions of Sections 12.03(a) (ii)-(iv), 12.04 and 13.04 of the Purchase Agreement shall apply in determining (i) when and in what circumstances the parties are obligated to provide Severance Benefits in connection with such Qualifying Offer and (ii) the application of any noncompetition and nonsolicitation obligations in connection with the sale of the Thai Purchased Assets and the transfer of the Polymer Thailand employees to Buyer as if such employees constituted Xxxxxxx Polymer Employees or Transferred Non-U.S. Employees. By way of clarification, the parties acknowledge and agree that the provisions of this Section 4(e) are intended to place the parties in a similar position with respect to the transfer of the Polymer Thailand employees contemplated hereby as if the transfer of Polymer Thailand to Buyer was effected by a transfer of the Equity Interests of Polymer Thailand from Xxxxxxx Polymer to Buyer.
Offer of Employment to Employees. Purchaser shall, as of the Closing Date, offer to employ (on substantially similar terms as such Employees are currently employed in the Business) all of the Employees listed on Schedule 2.20 who are employed in the Business as of the Closing and such other persons who are hired in the ordinary course of business after August 29, 1998 and are employed in the Business as of the Closing Date, including Employees who are on sick leave, military leave or other duly authorized leave of absence. Each Employee who accepts Purchaser's offer of employment is herein referred to as a "Transferred Employee" and all such employees are herein referred to as "Transferred Employees;" provided, however, the persons listed on Schedule 2.20 as remaining with Seller or its Affiliates shall not be Transferred Employees. Purchaser shall not terminate a Transferred Employee (except for cause) for a period of sixty (60) days after employment of such Transferred Employee. To effect the foregoing transition, upon Closing the Transferred Employees shall be deemed employees of the Companies.
Offer of Employment to Employees. As of the Effective Time, Buyer will offer employment to Seller’s Branch employees (the “Employees”), as identified on the Employee Disclosure Schedule attached hereto as Exhibit G, which will be updated as of the Closing Date. The written offers of employment, which will be effective as of the Effective Time, will be sent to the Employees no later than twenty (20) business days before the Closing Date. Buyer will offer to pay each Employee a base salary that is no less than the base salary for each such Employee immediately prior to the Closing Date and provide Employees with compensation opportunities which are no less favorable in the aggregate than those provided to such Employees immediately prior to the Closing Date by Seller. Seller shall not terminate any Employees prior to the Effective Time except for terminations for Cause (as defined below), and in the event of a proposed termination of an Employee for any reason other than for Cause, Seller shall consult with Buyer in advance.
Offer of Employment to Employees. On or promptly following the Closing, the Buyer agrees to cause (i) the board of directors of RIL to adopt resolutions authorizing (x) the granting of increases by RIL to the base salary of those Employees who are employed by RIL as engineers not exceeding twenty-five percent (25%) of the base salary payable to such Employees prior to July 15, 1998 and (y) the change of the name of RIL to "Fujitsu Microelectronics Israel Ltd." and (ii) RIL to offer to each Employee (other than Talgam) at Closing the opportunity to continue his or her employment with RIL on the terms set forth in the Employment Agreement between RIL and each such Employee (as in effect immediately prior to the Closing and in the form provided by the Seller to the Buyer) subject to (x) in the case of those Employees who are employed by RIL as engineers, the granting of increases, effective as of July 15, 1998, to the base salary not exceeding twenty-five percent (25%) of the base salary payable to each such Employee prior to July 15, 1998, (y) the termination of RIL's General Employee Option Plan and all options thereunder (whether vested or unvested) and (z) the implementation of a long-term incentive plan on terms to be approved by RIL board of directors. The Buyer also agrees to cause RIL to offer to Talgam at Closing the opportunity to continue his employment with RIL on the terms set forth in the Employment Agreement.
Offer of Employment to Employees. Seller’s Branch Offices employees (“Employees”) are currently identified on the Employee Disclosure Schedule attached hereto as Schedule G. As of the Closing Date, Buyer will offer employment to Employees that Buyer chooses to hire consistent with Buyer’s hiring policies and procedures (each Employee who accepts such offer of employment by Buyer, a “Hired Employee”). Buyer shall receive and review employment applications and comply with its other hiring procedures and identify the Employees to be offered employment by Buyer approximately thirty (30) days prior to the Closing Date.
