Post-Closing Employee Covenants Sample Clauses

Post-Closing Employee Covenants. (a) Acquiror shall, or shall cause its Affiliates or the Target Companies, as applicable, to, (i) maintain each of the Company Plans as in effect as of the Closing (subject to any legally required modifications) for the period following the Closing through December 31, 2018, (ii) provide each Person employed by any Target Company as of the Closing (each, a “Continuing Qualified Employee”) base salary or hourly wages that are no less favorable than those provided to such Continuing Qualified Employee immediately prior to the Effective Time, from the Closing through December 31, 2018, and (iii) provide each Continuing Qualified Employee with incentive compensation and commission opportunities that are no less favorable than those provided to such Continuing Qualified Employee immediately prior to the Effective Time, from the Closing through December 31, 2018. Effective January 1, 2019, the Continuing Qualified Employees shall commence participation in each employee benefit plan, agreement, program, policy and arrangement of Acquiror or its Affiliates to which Acquiror offers the Continuing Qualified Employees the option to participate from and after January 1, 2019 (the “Acquiror Plans”). For purposes of eligibility, vesting and benefit accruals (other than benefit accruals under a defined benefit pension plan) under each Acquiror Plan, Acquiror shall, and shall cause its Affiliates and the Target Companies to, give each Continuing Qualified Employee credit under such plans for all service with the Target Companies for which such Continuing Qualified Employee would have been credited prior to or after the Closing under any Company Plan; provided, however, that such service shall not be credited to the extent that it would result in a duplication of benefits. (b) Notwithstanding any other provision of this Agreement, nothing contained in this Section 6.4(b) shall (i) prevent Acquiror, its Affiliates or the Target Companies from terminating the employment of any Continuing Qualified Employee at any time and for any reason or (ii) be deemed to be the adoption of, or an amendment to, any “employee benefit plan” (as defined in Section 3(3) of ERISA) or (iii) limit the right of any Target Company, Acquiror or any of their respective Affiliates, to amend, modify or terminate any such “employee benefit plan”. (c) Acquiror and Merger Sub are neither planning nor contemplating, and Acquiror and Merger Sub have neither made nor taken, any decisions or actions concernin...
Sample 1
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Post-Closing Employee Covenants 
Sample 1

Related to Post-Closing Employee Covenants

  • Continuing Employment (a) Continuing employment means full-time or fractional-time employment that does not have a fixed end date or a contingency upon which the employment contract will come to an end. (b) All employment other than fixed-term employment and casual employment will be continuing employment. (c) Notwithstanding subclause 16.0(b) above, the University may employ a person in Continuing (Contingent Funded Research) employment on a full-time or fractional-time basis in accordance with the terms of this Agreement.

  • Prior Employment Agreements The Executive represents that he/she has not executed any agreement with any previous employer which may impose restrictions on Executive’s employment with the Employer.

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Existing Employees Existing employees who are covered by the coverage clause of this Agreement may become union members at any time. Employees shall, from the date of becoming union members, be bound by all the benefits and obligations relating to employees under this Agreement.

  • Termination of Employee Plans The Company shall have provided Parent with evidence, reasonably satisfactory to Parent, as to the termination of the benefit plans referred to in Section 5.12.

  • Probation for Newly Hired Employees (a) The Employer may reject a probationary employee for just cause. A rejection during probation shall not be considered a dismissal for the purpose of Article 11.2

  • Qualifying Termination If, prior to Executive’s attainment of age 65, Executive’s employment is involuntarily terminated by the Company without Cause (and other than due to his Disability) or is voluntarily terminated by Executive for Good Reason, in either case only during the period commencing on the occurrence of a Change in Control of the Company and ending on the second anniversary of date of the Change in Control (“Protection Period”), then the Company shall pay or provide Executive with: (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i); (ii) Any unpaid annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for such year; (iii) A pro-rated annual cash incentive for the fiscal year in which such termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated annual cash incentive award shall be paid when awards are paid generally to senior executives for such year; (iv) A lump sum severance payment in the aggregate amount equal to the product of (A) the sum of (1) Executive’s highest Base Salary during the Protection Period plus (2) his annual target annual cash incentive award multiplied by (B) two (2); provided, unless the Change of Control occurring on or preceding such termination also meets the requirements of Section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision) thereunder (a “409A Change in Control”), the amount payable to Executive under this subparagraph (iv) shall be paid to Executive in equal semi-monthly payroll installments over a period of twenty-four (24) months, not in a lump sum, to the extent necessary to avoid the application of Section 409A(a)(1)(A) and (B); (v) Subject to Executive’s continued co-payment of premiums, continued participation for two (2) years in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA; and (vi) Payments falling under Section 10(b)iv shall, if to be paid in a lump sum pursuant to such section, be paid within ten (10) business days after the Executive’s termination of employment. Provided, to the extent applicable under Section 409A as a “deferral of compensation,” and not as a “short-term deferral” under Treasury Regulation Section 1.409A-1(b)(4), the payments and benefits payable to Executive under this Section 10(b) shall be subject to the Safe Harbor and Postponement provided at Section 8(c)(iv).

  • Employee Termination A) Regular employees other than those serving a probationary period, shall give twenty-eight (28) calendar days written notice of termination to a representative designated by the Employer with the authority to accept such written notice. B) In addition to the twenty-eight (28) calendar day notice, regular employees in positions above the level of general staff nurse shall inform the Employer of their intention to terminate as soon in advance as possible. C) The period of notice as set forth in (A) above must be for time scheduled to be worked and must not include accrued vacation, unless such vacation has been previously scheduled and approved in accordance with Article 45.03 -

  • Non-Competition During Employment Executive agrees during the Basic Term, and any extension of the Basic Term under this Agreement, he will not compete with the Company by engaging in the conception, design, development, production, marketing, or servicing of any product or service that is substantially similar to the products or services which the Company provides, and that he will not work for, in any capacity, assist, or became affiliated with as an owner, partner, etc., either directly or indirectly, any individual or business which offer or performs services, or offers or provides products substantially similar to the services and products provided by Company.

  • Rehired Employees Amounts forfeited upon termination of employment because of the failure to meet the applicable vesting requirements shall not be reinstated or re-credited if an individual is subsequently rehired or re-employed by the School Corporation. However, if the board shall have approved a leave of absence of not more than one (1) fiscal year for an employee, such period of leave shall not result in forfeiture provided the employee shall promptly return to employment following the expiration of the period of leave.

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