Offer of Employment with Buyer Sample Clauses

Offer of Employment with Buyer. (i) The parties hereto intend that there shall be continuity of employment with respect to all Available Employees who become Transferred Employees. Except where applicable Laws provide for an automatic transfer of employees upon the transfer of a business as a going concern, Buyer shall make an offer of employment effective as of the Closing to each Available Employee (including those on vacation, and Leave Recipients (as defined in Section 9.1(c)) on the Closing Date which offer, except as provided below, shall include a base salary or wages not less than as in effect with respect (j) below. The requirement of comparability of benefits shall not apply to Employees covered by a collective bargaining agreement. Prior to the Closing Date, the Company shall cooperate with and use commercially reasonable efforts to assist Buyer in its efforts to secure reasonably satisfactory employment arrangements with the Available Employees. Each Available Employee who accepts an offer of employment with Buyer shall become and shall be referred to herein as a "Transferred Employee."
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Offer of Employment with Buyer. Within 90 days after the Closing Date, but in no event later than the date that is 20 days before the end of the Lease Period, Buyer shall make a written offer of employment to each Prospective Employee and, subject to subsection (c) below, to each Leave Recipient, which offer shall include (i) total cash compensation until December 31, 2002 that is Comparable Cash Compensation, where "Comparable Cash Compensation" means cash compensation that in the aggregate is comparable to the total cash compensation (including, but not limited to, short-term and long-term bonus opportunities and commission/incentives opportunities) provided by the Selling Companies to the relevant employee as of the Closing, and (ii) the covenant of Buyer set forth in subsections 6.01(d)(ii), 6.01(e), 6.01(f) and 6.01(g) below. The Selling Companies shall cooperate with and use reasonable efforts to assist Buyer in its efforts to secure reasonably satisfactory employment arrangements with the
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Offer of Employment with Buyer. The Buyer will offer employment to each of the Employees who are so employed as of the Transfer Date, subject to an interview and reasonably satisfactory evaluation by the Buyer, upon terms and conditions, including without limitation salaries, compensation and benefits, at least as favorable as those currently offered by the Buyer to those of its employees having jobs with the Buyer
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Offer of Employment with Buyer. Within 90 days after the Closing Date, but in no event later than the date that is 20 days before the end of the Lease Period, Buyer shall make a written offer of employment to each Prospective Employee and, subject to subsection (c) below, to each Leave Recipient, which offer shall include (i) total cash compensation until December 31, 2002 that is Comparable Cash Compensation, where "Comparable Cash Compensation" means cash compensation that in the aggregate is comparable to the total cash compensation (including, but not limited to, short-term and long-term bonus opportunities and commission/incentives opportunities) provided by the Selling Companies to the relevant employee as of the Closing, and (ii) the covenant of Buyer set forth in subsections 6.01(d)(ii), 6.01(e), 6.01(f) and 6.01(g) below. The Selling Companies shall cooperate with and use reasonable efforts to assist Buyer in its efforts to secure reasonably satisfactory employment arrangements with the Prospective Employees. Each Prospective Employee who does not reject an offer of employment with Buyer shall become an employee of Buyer on the last day of the employee leasing period, if any, with respect to such Prospective Employee, in the Employee Lease (the "Lease Period"), and shall be referred to herein as a "Transferred Employee".
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Offer of Employment with Buyer. The Buyer will offer employment to ----------------------------- all of the Employees who are so employed as of the Transfer Date, for positions and upon terms and conditions, including without limitation salaries, duties, compensation and benefits, at least as favorable as those currently offered by the Seller to each Employee. Buyer agrees that, for a period of sixty (60) days after the Transfer Date, it will not cause any of the Transferred Employees of Seller "employment loss" for purposes of the Worker Adjustment and Retraining Notification Act and related regulations (the "WARN Act") if such employment -------- loss could create any liability for the Seller, unless Buyer delivers notice under the WARN Act in such a manner and at such time that Seller bears no liability with respect thereto. Each Employee who accepts such offers of employment and commences work with the Buyer is referred to as a "Transferred ----------- Employee". --------
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Related to Offer of Employment with Buyer

  • Offer of Employment To the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employee.

  • Transfer of Employment Notwithstanding any other provision ---------------------- herein to the contrary, the Company shall cease to have any further obligation or liability to the Executive under this Agreement if (a) the Executive's employment with the Company terminates as a result of the transfer of his employment to any other Affiliate of the Corporation, (b) this Agreement is assigned to such other Affiliate, and (c) such other Affiliate expressly assumes and agrees to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no assignment had taken place. Any Affiliate to which this Agreement is so assigned shall be treated as the "Company" for all purposes of this Agreement on or after the date as of which such assignment to the Affiliate, and the Affiliate's assumption and agreement to so perform this Agreement, becomes effective.

  • Termination of Employment Agreement As of the Effective Date, the Employment Agreement hereby is terminated in its entirety and shall no longer have any force or effect.

  • Employment of Employee (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

  • Statement of Employment An employer shall, in the event of termination of employment, provide upon request to the employee who has been terminated a written statement specifying the period of employment and the classification or type of work performed by the employee.

  • Employment of Executive Employer hereby agrees to employ Executive, and Executive hereby agrees to be and remain in the employ of Employer, upon the terms and conditions hereinafter set forth.

  • TERMINATION OF EMPLOYMENT CONTRACT This employment contract may be terminated by: A. Mutual agreement of the parties. B. The Facilities Manager may terminate this employment contract upon sixty (60) days written notice to the Board or the Superintendent, as the case may be.

  • Termination of Employment Change of Control (a) For purposes of the grant hereunder, any transfer of employment by the Grantee among the Company and its Subsidiaries shall not be considered a termination of employment. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s employment with the Company terminates due to the Grantee’s Retirement (as defined in the last Section hereof), all RSUs shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all RSUs. (d) Notwithstanding any other provision contained herein or in the Plan, in the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). (ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.

  • Commencement of Employment 2.1 The Employment will start on 1 June 2009 (the “Commencement Date”). The Employment will continue until termination in accordance with the provisions of this agreement. 2.2 The Executive warrants that he is not prevented from taking up the Employment or from performing his duties in accordance with the terms of this agreement by any obligation or duty owed to any other party, whether contractual or otherwise.

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