Offers of Employment or Engagement Sample Clauses

Offers of Employment or Engagement. Schedule 4.6(a) identifies those Company Employees who will be terminated by the applicable Company Seller employing such Company Employee, immediately prior to the Closing (the “Excluded Employees”). Other than the Excluded Employees, on or before the Closing, the Buyer or an Affiliate thereof shall offer to hire or retain as of the Effective Time all Company Employees (the “Eligible Employees”). Nothing in this Agreement shall be construed to create a right in any Eligible Employee to employment or retention by the Buyer or any of its Affiliates for any specific period of time and, subject to any agreement between an employee and the Buyer or any of its Affiliates, the employment or retention of each Eligible Employee who is employed or retained by the Buyer or any of its Affiliates (the “Hired Employees”) after the Closing shall be on an “at will” basis.
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Offers of Employment or Engagement. Buyer or an Affiliate of Buyer shall offer to hire or retain as of the Effective Time all of the Stockholders and Seller Employees identified in Schedule 1.9(a)(iv) on the terms set forth in their respective Offer Letters.
Sample 1
Offers of Employment or Engagement. Buyer or an Affiliate of Buyer shall offer to hire or retain as of the Effective Time all Seller Employees, except for those set forth on Schedule 5.1(a) (the “Eligible Employees”).
Sample 1
Offers of Employment or Engagement. Buyer or an Affiliate of Buyer shall offer to hire as of the opening of business on the Closing Date, and Seller shall terminate as of the opening of business on the Closing Date all Seller Employees except those set forth on Schedule 4.1(a) (such terminated employees are referred to herein as the “Eligible Employees”). Buyer shall have no obligation to hire the Seller Employees listed on Schedule 4.1(a) (the “Excluded Employees”). It is understood and agreed that (i) any offer of employment made by Buyer or an Affiliate of Buyer pursuant to this Section 4.1(a) will not constitute any commitment, contract or understanding (expressed or implied) of any obligation on the part of Buyer or any of its Affiliates to a post-Closing employment relationship with any Eligible Employee of any fixed term or duration or upon any terms or conditions other than those that Buyer or its Affiliates, as applicable, may establish pursuant to individual offers of employment; and (ii) employment offered by Buyer or its Affiliates, as applicable, is “at will” and may be terminated by Buyer or its Affiliates, as applicable, or by an Eligible Employee at any time for any reason (subject to any written agreements to the contrary entered into between Buyer or its Affiliates, as applicable, and any such Eligible Employee). Nothing in this Agreement will be deemed to prevent or restrict in any way the right of Buyer or its Affiliates, as applicable, after the Closing Date to terminate, reassign, promote or demote any of the Eligible Employees who after the Closing are employed or retained by Buyer or an Affiliate of Buyer (the “Hired Employees”), or to change (adversely or favorably) the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of any such Hired Employees.
Sample 1
Offers of Employment or Engagement. On or before the Closing Date, Buyer or an Affiliate of Buyer shall, or shall cause the Acquired Entities to, immediately following the Closing Date offer employment to any Eligible Employees who were employed by CMS immediately prior to the Closing Date. Such employment shall be at base annual salaries or hourly wage rate substantially comparable to the annual base salaries or hourly wage rate of such Eligible Employees immediately prior to the Closing Date. Nothing contained herein shall be construed as requiring Buyer or any of its Affiliates to continue the employment of any Eligible Employees.
Sample 1
Offers of Employment or Engagement. On or before the Closing Date, Buyer or an Affiliate of Buyer shall, or shall cause the Acquired Entities to, offer to hire as of the Closing, or in the case of employees of an Acquired Entity, maintain after the Closing the employment of, all of the Eligible Employees. In addition, on or before the Closing Date, Buyer or an Affiliate of Buyer shall, or shall cause the Acquired Entities to, offer to hire as of the Closing, or in the case of employees of an Acquired Entity, maintain after the Closing the employment of, the individuals listed on Section 7.2(a) of the Concentra Disclosure Letter (“Contracted Employees”) on terms and conditions set forth on Section 7.2(a) of the Concentra Disclosure Letter and to comply with the covenants and agreements of Buyer set forth on Section 7.2(a) of the Concentra Disclosure Letter.
Sample 1

Related to Offers of Employment or Engagement

  • Offers of Employment C6.1 For the duration of the Contract and for a period of twelve (12) Months thereafter neither the Authority nor the Contractor shall employ or offer employment to any of the other Party’s staff who have been associated with the procurement and/or the contract management of the Services without that Party’s prior written consent.

  • TYPES OF EMPLOYMENT AND TERMINATION OF EMPLOYMENT 15 General 16 Employees on Daily Hire 17 Casual Employees 18 Employer and Employee Duties 19 Apprentices 20 Sham Contracting 21 Termination of Employment 22 Redundancy 23 Payment of Wages and Time Records 24 Superannuation 25 Insurance 26 Insurance – Minimum Cover / Minimum Benefits 27 Insurance – Employer Liability 28 Accident Makeup Pay 29 Compensation of Tools of Trade and Clothes 30 Application of Site Agreements / Inductions and off the job training / Local Labour – Visa Requirements 31 Hours of Work 32 Presenting for Work but Not Required 33 Overtime 34 Call Back

  • Termination of Employment or Service (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

  • 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.

  • Separation of Employment (a) If an employee is discharged he shall be paid in full for all monies owing him on the date of his discharge. If an employee quits the Employer may withhold payment for five (5) calendar days. (b) The Employer shall give a Record of Employment Certificate to any employee who separates from employment for at least seven (7) days for any reason within five (5) days of the last day worked, or terminates.

  • Condition of Employment The Employee acknowledges that his/her employment and the continuance of that employment with the Company is contingent upon his/her agreement to sign and adhere to the provisions of this Agreement. The Employee further acknowledges that the nature of the Company’s business is such that protection of its proprietary and confidential information is critical to its survival and success.

  • 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.

  • Duration of Employment 5.1 A seafarer shall be engaged for the period specified in Appendix 1 to this Agreement and such period may be extended or reduced by the amount shown in Appendix 1 for operational convenience. The employment shall be automatically terminated upon the terms of this Agreement at the first arrival of the ship in port after expiration of that period, unless the Company operates a permanent employment system.

  • Termination of Employment Relationship Your employment is terminable -------------------------------------- at will. That means that your employment relationship with Cardinal may be terminated by either party at any time, for any reason or no reason at all, subject to the notice provision addressed below. (a) Cardinal may terminate your employment for Cause effective immediately upon written notice. In the event that Cardinal terminates your employment for Cause, you will be entitled to earned and unpaid base salary and payment for any earned and unused vacation days through the last date of your employment.

  • Terms of Employment This Section 2 sets forth the terms and conditions on which the Company agrees to employ Executive during the period (the "Protected Period") beginning on the first day during the Term of this Agreement on which a Change of Control occurs and ending on the second anniversary of that date, or such earlier date as Executive's employment terminates as contemplated by Section 3.

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