Offers to Employees. (a) The Parent has listed in Schedule 10.07(a) to the Parent's Disclosure Letter the names and positions of certain of those employees of the Parent or one of the Retained Subsidiaries that have been seconded to members of the Company Groups. The Acquiror agrees that, pending the Closing Date and for a period of six (6) months thereafter, neither the Acquiror nor any of its Subsidiaries, including the Buyers and (after the Closing Date) their Subsidiaries, will make any offer of employment or solicit any request for employment to or from any of the employees so listed, except (i) for any such employees included in an agreed list contained in a letter of even date HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 56 63 herewith from the Parent to the Acquiror or (ii) with the prior written consent of the Parent. For purposes of the preceding sentence, the term "employment" shall include an employee/employer relationship and/or a consulting relationship.
(b) The Parent and the Acquiror shall, and shall cause their respective Subsidiaries to, use reasonable efforts to cause each individual listed on Schedule 10.07(b) to enter into an employment agreement with a member of a Company Group on terms reasonably satisfactory to the Acquiror. In this regard, the Acquiror agrees to offer terms of employment to such individuals that are as good or better than their existing terms of employment taken in the aggregate for each employee.
Offers to Employees. The Purchaser shall offer employment effective as of the Closing Date to all of the Employees listed on Schedule 6.1(1) on terms and conditions which are substantially similar in the aggregate to those under which such Employees are currently employed by the Vendor. Notwithstanding the foregoing, in respect of Employees on approved short-term or long-term disability leave of absence on the Closing Date, the effective date of employment may not be the Closing Date but rather the terms of offers to any such Employee shall specify that the offer is conditional upon the Employee being capable of returning to work and the date on which such Employee returns to work shall be the effective date of employment. The Purchaser shall recognize the past service of Transferred Employees with the Vendor. The Vendor shall cooperate in the Purchaser’s efforts to make offers of employment as contemplated by this Section.
Offers to Employees. Each Party agrees that upon entering into this Agreement, and for a period of not less than eighteen (18) months following the termination of the Joint Venture, each Party will refrain from making unsolicited offers of employment to senior members of any staff provided by the other Party, without the consent of the other Party.
Offers to Employees. During the period beginning on the date hereof and ending on the date specified in a separate letter agreement of even date herewith between the parties hereto (the “Non-Solicitation Period”), (a) neither the Parent nor any of its Affiliates shall, directly or indirectly, without the prior written consent of the Acquiror, solicit for employment, attempt to hire or hire for employment any individual who is employed by the Acquiror, the Holding Companies or the Transfer Companies or any of their respective Affiliates during the Non-Solicitation Period and (b) the Acquiror and its Affiliates shall not, and the Acquiror and the Parent shall cause the Holding Companies and the Transfer Companies and their respective Affiliates not to, directly or indirectly, without the prior written consent of the Parent, solicit for employment, attempt to hire or hire for employment any individual who is employed by the Parent or any of its Affiliates during the Non-Solicitation Period. Notwithstanding the foregoing, the restrictions set forth in the preceding sentence shall not be applicable to any individual who is terminated from employment without cause by his or her employer after the date of this Agreement. For purposes of this Section 9.12, the term “employment” shall include an employee/employer relationship and/or a consulting relationship.
Offers to Employees. (a) Purchaser shall have the right to solicit and make written offers of employment or services as a consultant to any Employee. Seller agrees that, from the Effective Date and continuing until the earlier of the Closing Date or the termination of this Agreement according to its terms, Seller will provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee.
(b) Purchaser agrees that for a period of one (1) year commencing on the Effective Date, Purchaser will not, without Seller's written consent or except as provided in this Agreement, directly or indirectly engage or participate in any effort or act to solicit employees of Seller (or any subsidiary of Seller) to cease their employment with Seller (or such subsidiary) or to breach any employment obligation with Seller (or any subsidiary of Seller), or to hire any person who was an employee of Seller (or any subsidiary of Seller) on the Effective Date.
Offers to Employees. Offer employment to any Enterprise Division employee elsewhere than with the Enterprise Division or take any action at any time to prevent or to discourage any Enterprise Division employee from remaining employed in connection with the business and operations of the Enterprise Division, unless Buyer communicates to Seller its intention not to hire the Enterprise Division employee. The employees of the Enterprise Division at the date hereof are set forth on Schedule 6.15.
Offers to Employees. Purchaser will make offers of employment to all of Seller's employees other than those named on a list that has been delivered by Seller and agreed to by Purchaser. The employees to whom offers shall be made will be determined by Purchaser in its sole discretion. The offers shall be at wage and benefit rates substantially the same as each employee's most recent wages and benefits with Seller, and for employment commencing on the first business day after the Closing Date. Seller agrees that, from the Effective Date and continuing until the earlier of the Closing Date or the termination of this Agreement according to its terms, Seller will provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee.
Offers to Employees. To enable mktg to render DTC Promotions Services under this Agreement, mktg shall offer employment effective as of the Effective Date to each employee of Maritz listed on Schedule 2(f) on an “at-will” basis on the terms set forth on such Schedule. Except as otherwise provided in this Section 2(f), mktg shall have no obligation or liability for any salary, compensation, benefits, severance or other amounts owed to or claimed by any employee of Maritz, including, without limitation, for periods prior to the Effective Date or as a result of mktg’s election not to offer employment to such employee, and all such obligations and liabilities shall be retained by Maritz. Notwithstanding any other provision of this Agreement, mktg may amend Schedule 2(f) to remove any employee listed thereon at any time prior to the Effective Date in its sole and absolute discretion by providing Maritz with an amended copy of such Schedule. Should mktg hire, without Maritz’ prior written consent (which will not be unreasonably withheld) any former employee of Maritz or any of its subsidiaries whose employment is terminated in connection with the transactions contemplated by this Agreement, other than the employees listed on Schedule 2(f), at any time prior to the expiration of the thirty (30) day period following the expiration of any applicable severance period, mktg shall reimburse Maritz for the amount of any severance payments, if any, made by Maritz to such employee from and after the commencement of such person’s employment with mktg. Notwithstanding the foregoing, Maritz hereby agrees to pay to mktg 50% of all salary, benefits, payroll taxes and related compensation costs of mktg with respect to Xxxxxx Xxxxxxx and Xxxxx Xxxx for the period of the Effective Date through July 31, 2009, in the aggregate amount of approximately $24,000. Such amounts shall be paid promptly upon demand therefor as such costs are incurred by mktg.
Offers to Employees. (a) Each current employee of Parent, the Company, or any Affiliate thereof who continues employment with Parent, the Company, or any Affiliate thereof after the Effective Time will be a “Continuing Employee.” For the avoidance of doubt, each current employee of the Company shall be offered the opportunity to continue employment with Parent, the Company, or any Affiliate thereof after the Effective Time. During the period beginning as of the Effective Time and ending no earlier than the first (1st) anniversary of the Effective Time, Parent shall provide each Continuing Employee with, or cause each Continuing Employee to receive, (i) at least the same level of base wages or base salary (but excluding incentive compensation and equity-based compensation opportunities) that were provided to the Continuing Employee immediately prior to the Effective Time and (ii) employee benefits that are substantially similar in the aggregate to the employee benefits that were provided to the Continuing Employee immediately prior to the Closing.
(b) Parent shall, and shall cause its Affiliates to, grant all Continuing Employees credit for any service to the Company and its Affiliates earned prior to the Closing for purposes of eligibility, vesting and determination of the level of benefits, vacation or paid time off accrual and severance benefit determinations, under any benefit or compensation plan, program, agreement or arrangement in which a Continuing Employee participates that may be established or maintained by Parent or its Affiliates on or after the Closing (the “New Plans”); provided, however, that such service credit shall not be recognized to the extent that it would result in a duplication of benefits for the same period of time. In addition, Parent shall, and shall cause its Affiliates to, cause (i) to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by a Continuing Employee under any Company Benefit Plan as of the Closing and (ii) any deductible, co-insurance and covered out-of-pocket expenses paid on or before the Closing by any Continuing Employee (or covered dependent thereof) to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing under any applicable New Plan in the same plan year in whi...
Offers to Employees. [To come.]
