OFFERS TO EMPLOY Sample Clauses

OFFERS TO EMPLOY. Notwithstanding SECTION 6.1, the Buyers warrant that immediately after the Closing they will extend offers of employment to the four employees listed on SCHEDULE 6.2. To the extent that the Buyers hire any former employee, officer, or director of any of the Sellers, the Buyers agree to make such employee immediately eligible for accident and health plan coverage and any other Welfare Plan coverage that the Buyers make generally available to its other employees and to provide COBRA benefits if such employees are subsequently terminated by the Buyers. Upon the Buyers' request and the written consent of the applicable employees and former employees of the Sellers, the Sellers shall, to the extent permitted by applicable law, reasonably provide to Buyers information from the employment records of employees and former employees of the Seller to assist Buyers in deciding whether to hire any such individuals.
Sample 1
AutoNDA by SimpleDocs
OFFERS TO EMPLOY. Immediately after the Closing Date, the Buyer shall offer employment to a minimum of 73 of the Company's employees which meet the Buyer's standard hiring guidelines, including drug testing requirements (at least 70 of whom must derive from the Operations on parcels 3, 6, 9, 10 on SCHEDULE A). Each such former employee of the Company hired by the Buyer shall immediately be eligible for the benefit plans the Buyer makes available to other similarly situated employees and the Buyer shall provide COBRA benefits if such employee is later terminated by the Buyer. With respect to each former employee of the Company hired by the Buyer, after the Closing Date, the Buyer shall recognize such employee's employment service with the Company solely for participation, vesting and benefit eligibility purposes (but not pension benefit accrual purposes) under any employee benefit plans it may provide to such employee. Upon the Buyer's request and the written consent of the applicable employees and former employees of the Company, the Company shall, to the extent permitted by applicable law, reasonably provide to the Buyer information from the employment records of employees and former employees of the Company to assist the Buyer in deciding whether to hire any such individuals.
Sample 1
OFFERS TO EMPLOY. The Buyers shall make any former employees of the Sellers that it hires immediately eligible for benefit plans comparable to plans that it makes available to other employees and shall provide COBRA benefits if such employees are later terminated by the Buyers. With respect to such former employees of the Sellers hired by the Buyers after the Closing Date, the Buyers shall recognize such employee's employment service with the Sellers solely for participation, vesting and benefit eligibility purposes (but not pension benefit accrual purposes) under any employee benefit plans it may provide to such employee. Upon the Buyers' request and the written consent of the applicable employees and former employees of the Sellers, the Sellers shall, to the extent permitted by applicable law, reasonably provide to the Buyers information from the employment records of employees and former employees of the Sellers to assist the Buyers in deciding whether to hire any such individuals.
Sample 1

Related to OFFERS TO EMPLOY

  • Offers to Purchase Sections 4.15 and 4.16 of the Indenture provide that, after certain Asset Sales (as defined in the Indenture) and upon the occurrence of a Change of Control (as defined in the Indenture), and subject to further limitations contained therein, the Company will make an offer to purchase certain amounts of the Notes in accordance with the procedures set forth in the Indenture.

  • OFFERS TO REPURCHASE (a) Upon the occurrence of a Change of Control Repurchase Event, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

  • Transfers to QIBs The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

  • Transfers to Non-U S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person:

  • Offers to Repurchase by Application of Excess Proceeds (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below.

  • Transfers to Non-U.S. Persons The following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person under Regulation S:

  • Selection of Independent Counsel for Standard of Conduct Determination If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 8(b)(i), the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 8(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit; and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence and numbered clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 8(e) to make the Standard of Conduct Determination shall have been selected within twenty days after the Company gives its initial notice pursuant to the first sentence of this Section 8(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 8(e), as the case may be, either the Company or Indemnitee may petition a court of competent jurisdiction to resolve any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by such court or such other person as the court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 8(b).

  • Offers, Sales and Resales of Notes 1.1 While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.

  • Making the Standard of Conduct Determination The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 8(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct Determination under Section 8(b) shall not have made a determination within thirty days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 7 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!