Offered Employees Sample Clauses

Offered Employees. Before the Closing, AGCO shall, or shall cause a Company Employer to, offer employment, the forms of which shall be subject to the approval of Trimble (provided, that such approval is not unreasonably withheld, conditioned or delayed), but in any event be consistent with the terms set forth in Section 8.1(e) below, to all Business Employees other than (i) the Automatic Transferred Employees, (ii) the Transferred Employing Subsidiary Employees and (iii) the Secondment Employees (all such Business Employees other than those specified in (i), (ii) and (iii) shall be defined as the “Offered Employees”). Those Offered Employees who accept such offer of employment from the applicable Company Employer, with such acceptance effective as of the Closing (or such later date as may be required by applicable Law or otherwise agreed upon by Trimble and AGCO), and commence employment with the applicable Company Employer immediately following the Closing (or such later date as may be required by applicable Law or otherwise agreed upon by Trimble and AGCO), along with all Automatic Transferred Employees and Transferred Employing Subsidiary Employees, shall be defined as the “Transferred Employees”; provided, that, subject to any more favorable requirements under applicable Law or any Business Labor Agreement, any Offered Employee who is on an approved leave of absence at the time Closing occurs shall remain employed by Trimble or an applicable Employing Subsidiary immediately following the Closing, and shall not become a Transferred Employee unless, and at such time as, such employee is willing and able to return to work within nine (9) months of the Closing, provided, that such employee accepted an offer of employment from the Company or a Company Employer as set forth herein.

Offered Employees. Within 10 Business Days of the date hereof, Purchaser will make offers of employment to the Offered Employees in accordance with Applicable Law and to become effective as of the Closing Date. Such offers of employment will be on terms and conditions, including pay, position, responsibility and benefits, including equity incentive arrangements and restricted stock units, that are substantially comparable to the terms and conditions provided to such Offered Employees by Parent and/or its Affiliates on the date hereof and for employment at a work location within a 10-mile radius of the location where such Offered Employees are permanently providing services with respect to the Company’s business as conducted. No later than eight (8) Business Days prior to delivering such offers of employment to the Offered Employees, Purchaser will provide the material terms of such offers to Seller and Purchaser will consider in good faith any comments provided by Seller. Parent or its Affiliates may terminate the employment of any Offered Employee who does not become a Transferred Employee on the Closing Date, provided that Parent will be entitled to prompt reimbursement from Purchaser of any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates but only with respect to any Offered Employee who both (i) does not receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements set forth in this Section and (ii) does not become a Transferred Employee on the Closing Date. For the avoidance of doubt, should an Offered Employee (A) receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements set forth in this Section and (B) does not become a Transferred Employee, Parent or its applicable Affiliate will bear the costs associated with any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates.

Offered Employees. (a) Schedule 4.28(a) contains a complete and accurate list of the names of the Employees, as well as the following information for each: (i) hire or engagement date; (ii) job title or project description and responsibility; (iii) current base salary or hourly wage rate or other compensation (as applicable); (iv) target annual incentive bonus opportunity (if applicable, or if no target exists, prior year incentive bonus); (v) accrued vacation and paid time-off (if applicable); (vi) rate of vacation (if applicable); (vii) leave status (if applicable) and amount of service credit recognized (if applicable) for purposes of those Company Plans for which service credit is relevant for purposes of determining vesting, eligibility or level or duration of benefits. (b) Except as described in Schedules 4.23 and 4.28(b), there are no complaints, claims or charges outstanding, or to the knowledge of the Seller, anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any tribunal or agency against or in respect of the Seller or any of its Subsidiaries under or in respect of any applicable employment laws. (c) To the knowledge of the Seller, the Seller and its Subsidiaries are employing all employees of the Purchased Business in material compliance with all applicable immigration, health, labour and employment laws, rules, regulations, notices and orders, including those pertaining to labour relations, occupational health and safety, equal pay, employment discrimination, harassment, retaliation, or other employment-related matters and is not in violation of any such laws, rules, regulations, notices or orders.

Offered Employees. Assuming there has been no material reduction in the Business prior to the Closing, Purchaser shall deliver, in writing, an offer of employment (on an “at will” basis and for compensation substantially comparable to that in effect at Closing) to those Employees, who shall constitute not less than 85% of current Employees, identified by Purchaser on a schedule to be delivered to Seller no later than ten Business Days prior to the Closing to commence such employment immediately upon the Closing Date. Such individuals who accept such offer by the Closing Date are hereinafter referred to as the “Offered Employees.” Subject to applicable Laws, on and after the Closing Date, Purchaser shall have the right to dismiss any or all Offered Employees at any time, with or without cause, and to change the terms and conditions of their employment (including compensation and employee benefits provided to them). All employees of Seller shall be terminated by Seller on or prior to the Closing Date and Seller shall pay when due all amounts due to employees in connection with such termination.

Offered Employees. (a) The Vendor acknowledges and confirms that Schedule 9.1 contains a complete and accurate list of the names of the Offered Employees, including the Designated Key Employees, as of the date hereof, together with the length of hire, title or classification of each such person, the rate of salary or hourly pay at the Vendor, any commission or bonus entitlements and any other remuneration payable by the Vendor to each such person as of such date and any Vendor planned wage increases up to and including the Closing Date. (b) The Vendor covenants and agrees to work with and provide all commercially reasonable assistance to the Purchaser in procuring the employment by the Purchaser of the Offered Employees. (c) The Vendor shall continue to employ each of the Offered Employees until the Closing Date except for any such employee who, at any time prior to the Closing Date is terminated for cause, voluntarily resigns, retires, or dies. The Vendor will not make any material changes in employment positions, levels or terms, including but not limited to compensation, benefits, bonus programs, or severance plans for any Employee without the Purchaser's written consent, which consent shall not be unreasonably withheld or delayed.

Offered Employees. Offered Employees" shall have the meaning specified in Section 7.4 of the Agreement.

Offered Employees. (a) Seller shall continue to employ each of the Offered Employees until the Employee Transfer Date for such employee except for any such employee who, at any time prior to the Closing Date (i) is terminated for cause, (ii) voluntarily resigns, (iii) retires, or (iv) dies. (b) Subject to the consummation of the transactions contemplated by this Agreement, Buyer shall hire all Offered Employees who accept Buyer's offer of employment (the "Transferred Employees") in accordance with the terms of such offers and of this Agreement effective as of the Employee Transfer Date for each such Offered Employee; provided that such employment shall be "at will" (subject to the provisions of Section 6.3(f) hereof).

Offered Employees. Prior to the Closing, the Chief Executive Officer of each of Parent and of Buyer shall mutually agree on a minimum list of Business Employees other than any Leave Employees to be offered employment with Buyer by Buyer (the “Offered Employees”). The Sellers shall provide all reasonable assistance to Buyer and its Subsidiaries in connection with the offers of employment to the Offered Employees contemplated by the preceding sentence. Those Offered Employees who accept employment from Buyer or one of its Subsidiaries pursuant to the offers of employment made pursuant to this Section 9.1 and commence employment with Buyer or one of its Subsidiaries as of the Closing (or such later date with respect to the Leave Employees), shall be referred to herein collectively as “Transferred Employees.”

Offered Employees. 125 Off-the-Shelf Software.............................. 24 Order ......................................................... 25

Offered Employees. (a) The Vendor acknowledges and confirms that Schedule 11.1(a) contains a complete and accurate list of the names of the Offered Employees, including the Designated Key Employees, as of the date hereof, together with the length of hire, title or classification of each such person, the rate of salary or hourly pay at the Vendor, any commission or bonus entitlements and any other remuneration payable by the Vendor to each such person as of such date and the Vendor committed wage increases up to and including the Closing Date. (b) The Vendor covenants and agrees to work with and provide all commercially reasonable assistance to AMIS Canada in procuring the employment by AMIS Canada of the Designated Key Employees named in Schedule 11.1(a). (c) The Vendor shall continue to employ each of the Offered Employees until the Closing Date except for any such employee who, at any time prior to the Closing Date (i) is terminated for cause; (ii) voluntarily resigns; (iii) retires; or (iv) dies. (d) Subject to the consummation of the transaction contemplated by this Agreement, AMIS Canada shall employ all Offered Employees who accept its offers of employment (the "Transferred Employees") in accordance with the terms of such offers and of this Agreement. For greater certainty, the term "Transferred Employees" does not include "Fixed Term Employees" or "Transferred Fixed Term Employees".