Post-Closing Employee Matters Sample Clauses

Post-Closing Employee Matters. (a) After the Closing, and at Buyer’s request, Sellers will (i) take all reasonable measures to enforce the terms of those non-compete/non-solicitation/confidentiality agreements with its existing or former employees and/or independent contractors that either have not been or cannot be assigned to Buyer, including pursuing legal and injunctive Proceedings, and (ii) cooperate with Buyer in enforcing the terms of those Contracts assigned to Buyer and will join in any legal or injunctive Proceedings instituted by Buyer for such purpose. If the violating party was an employee of Sellers providing services to Buyer pursuant to the Transition Services Agreement after the Closing Date or became an employee of Buyer on the Closing Date, any such action will be at Buyer’s cost and expense. If the violating party was no longer an employee of a Seller providing services to Buyer pursuant to the Transition Services Agreement after the Closing Date or did not become an employee or contractor of Buyer on the Closing Date, any such action will be at the Sellers’ cost and expense. Without Buyer’s prior written consent, which Buyer may withhold in its sole and absolute discretion, Sellers will not amend, modify, waive, release, or otherwise affect the terms of any such non-compete/non-solicitation/confidentiality agreements with any Seller’s former employees and/or independent contractors. Nothing in this Section 5.4(a) will be deemed or construed to (x) impose any obligation or duty on Buyer to initiate any such Proceeding, which may be initiated by Buyer in its sole discretion, or (y) limit, modify, or otherwise affect Sellers’ indemnity obligations under Section 6.2. (b) Notwithstanding anything in this Agreement to the contrary, at Buyer’s option, Buyer and Sellers will promptly, but in any event no later than ninety (90) days following the Closing Date, reasonably cooperate and file such forms, notices, reports, or other instruments with state taxing authorities as are necessary to effect the transfer of each Seller’s state unemployment records, unemployment rating account balance, state unemployment Taxes paid by each Seller, each Seller’s existing State Unemployment Insurance (SUI) account number (notwithstanding whether any Seller will continue in existence following Closing, in which case, each such Seller is responsible for obtaining, at its sole expense, a new SUI account number), and other aspects of each Seller’s pre-Closing unemployment experience to Buyer, a...

Post-Closing Employee Matters. (a) Parent or its Affiliates shall offer each employee of the Company and its Subsidiaries, including the Key Employees, employment by Parent, its Affiliates, and/or the Final Surviving Entity as a Continuing Employee, to be effective as of the Closing Date. Except as may be required by Legal Requirements, for a period of one (1) year following the Effective Time, Parent shall, or shall cause the Final Surviving Entity to, provide each Continuing Employee base and salary compensation (excluding, for the avoidance of doubt, any equity based compensation) that is no less than the compensation provided to the Continuing Employee immediately prior to the Effective Time. (b) Following the Effective Time, Parent, in its sole discretion, will either (a) continue (or cause the Final Surviving Entity to continue) to maintain the Company Employee Plans on the same terms as in effect immediately prior to the Effective Time, or (b) arrange for each participant (including, without limitation, all dependents) in the Company Employee Plans to participate in a substantially similar plans or arrangements, as determined on a plan-by-plan or arrangement-for-arrangement basis, of Parent or its applicable subsidiary (“Parent Plans”), or (c) a combination of clauses (a) and (b) so that each Company Participant shall have benefits that are substantially similar in the aggregate to benefits provided to similarly situated employees of Parent under Parent Plans and in each case at least equivalent to the benefits provided to each the Company Participant under the Company Employee Plans prior to the Effective Time. (c) As promptly as practicable following the Effective Time, Parent shall allocate and grant in its sole discretion after consultation with Xxxx Xxxxxxx options to acquire 1,000,000 shares of Parent Common Stock (the “Continuing Employee Options”) among the Continuing Employees and (ii) notify each Continuing Employee of their respective allocation. The Continuing Employee Options shall (i) be issued pursuant to the Parent Stock Option Plan and (ii) vest twenty-five percent (25%) on the first anniversary of their issuance date and monthly over a three-year term thereafter; provided, however that in the event a Continuing Employee does not remain an employee or service provider of Parent or its Affiliates on each vesting date, any unissued or unvested Continuing Employee Options allocated to such continuing Employee shall be forfeited without consideration. (d) As promptly...

Post-Closing Employee Matters. 7.5.1 The Surviving Corporation shall either: (i) continue the employment of those employees who are employed by the Surviving Corporation on the day after the Closing Date (including those employees on leave of absence, vacation or otherwise absent from work on the day after the Closing Date) but excluding the Schoenemans (the “Covered Employees”) for a period of not less than three (3) months after the Closing Date; or in the alternative (ii) provide an offer of a payment to the Covered Employees sufficient to be an equivalent to base wages which otherwise would have been earned during the three (3) months after the Closing Date, on such terms and conditions (including execution of a release of claims) as the Surviving Corporation deems appropriate in its sole discretion; provided, however, no such payment offer shall be due to any Covered Employee under this paragraph unless the reason for the termination by the Surviving Corporation prior to the end of three (3) months after Closing Date is a consolidation of functions or reduction in force. 7.5.2 The Surviving Corporation agrees that for a period of not less than three (3) months after the Closing Date, the employees of the Surviving Corporation will be provided with group health medical benefits under an employee benefit plan maintained by the Surviving Corporation and/or the Purchaser that are reasonably comparable with that currently being provided by the Corporation or substantially similar to that offered by the Purchaser to its other similarly situated employees. 7.5.3 The Surviving Corporation will credit for purposes of vacation and sick leave benefit accrual, the length of service of the employees with the Corporation prior to the Closing Date, to the same extent that such service would have been credited under any similar type of plan of the Surviving Corporation; provided, however, that such credit shall not result in a duplication for the same period of service. 7.5.4 The Surviving Corporation shall take all such actions as are necessary or appropriate to ensure that each Employee, such employee’s spouse and dependent children covered under a group health plan of the Corporation immediately prior to the Closing Date shall be eligible to enroll for coverage effective as of the date immediately after the Closing Date under a group health plan maintained by the Surviving Corporation and/or the Purchaser. The Surviving Corporation shall take all such reasonable actions as are necessary or appr...

Post-Closing Employee Matters. Purchaser has advised Vendor that a material inducement to Purchaser entering into this Agreement is maintaining a skilled and knowledgeable workforce and that it would be detrimental to the Business and the Transaction if the Employees were solicited to leave their positions with any of the Target Entities by Vendor. Therefore, Vendor covenants and agrees that it shall not, directly or indirectly, during for a period of one (1) year from the Closing Date: (1) induce or attempt to induce any Employee to leave their employment with any of the Target Entities; (2) make an offer of employment to or hire any Employee; or (3) interfere, in any way, with the employment relationship between the Target Entities and any Employee, provided that advertisements or solicitations of a non-targeted, general nature shall not be prohibited by this Section 7.15, notwithstanding the foregoing, nothing in this Section 7.15 shall prohibit Vendor from making an offer of employment or to hire an Employee that responds to an advertisement or solicitation described in Section 7.15(3).

Post-Closing Employee Matters. [reserved].

Post-Closing Employee Matters. ‌ (a) During the period commencing at the Effective Time and ending on the first anniversary of the Effective Time (the “Continuation Period”), Buyer or any Parent Group Company shall, or shall cause either of their Affiliates to, provide the employees of Company and its Subsidiaries who remain employed after the Effective Time (the “Continuing Employees”) with (i) base salary or hourly wage and short-term cash incentive bonus opportunity that, in each case, is no less than the base pay or hourly wage and short-term cash incentive bonus opportunity paid or made available, respectively, to the applicable Continuing Employee immediately prior to the Effective Time, (ii) severance benefits that are no less favorable to the applicable Continuing Employee than the severance benefits that the Company applied to Continuing Employees in the relevant jurisdiction immediately prior to the Effective Time, and (iii) employee benefits (excluding equity incentives, transaction bonuses, retention benefits, defined benefit plans and post-retiree health and welfare benefits) that are substantially similar in the aggregate to the employee benefits provided to the Continuing Employees immediately prior to the Effective Time. The Parent Group shall assume and honor the agreements and rights set forth on Section 6.6(a) of the Company Disclosure Schedule. (b) Subject to any modifications agreed between the Company and the Buyer, each acting reasonably, prior to the Effective Time, during the period commencing at the Effective Time and ending on the six-month anniversary of the Effective Time (the “Severance Period”), Buyer or any Parent Group Company shall, or shall cause either of their Affiliates to, provide the following severance benefits to each Continuing Employee who (x) is terminated without Cause (as defined in the Company Omnibus Incentive Plan) during the Severance Period or (y) in the case of Continuing Employees who as of the Effective Time hold Company Equity Awards, resign for Good Reason (as defined in Section 6.6(b) of the Company Disclosure Schedule) during the Severance Period, subject, in each case, to the employee’s execution and non-revocation of a release of claims, lump-sum cash severance equal to the greater of (i) any statutory or contractual redundancy or severance entitlement (including notice or payment in lieu of notice, where applicable) (the “Statutory Entitlements”) and (ii) the benefits set forth in Section 6.6(b) of the Company Disclosure Sche...

Post-Closing Employee Matters. (a) As of the Closing Date, except as provided in Section 5.07(d), below, Seller shall cause the Company and the Subsidiaries to withdraw and terminate as a participating employer in each NOV Benefit Plan. All such withdrawals and terminations will be effective as of the Closing Date such that the Employees will no longer continue accruing further rights, interests or entitlements under such NOV Benefit Plans for periods occurring on or after the Closing Date. (b) Seller and Buyer will take all actions necessary to cause a spin-off of the portion of Seller’s or its Affiliate’s flexible spending account plans covering Employees to Buyer’s cafeteria plan in accordance with Revenue Ruling 2002-32 and subsequent guidance. Participant elections, contribution levels and coverage levels, as in effect prior to the Closing Date under Seller’s or its Affiliate’s flexible spending account plans, will continue to be effective on and after the Closing Date under Buyer’s flexible spending account program. As soon as reasonably practicable following the Closing Date, Seller will transfer to Buyer an amount equal to participant contributions to Seller’s flexible spending account plans made in the calendar year in which the Closing occurs through the Closing Date, less reimbursements during that period. Seller will not be responsible for, and will have no liability relating to, resulting from, or arising out of the provision of health reimbursement and dependent care reimbursement benefits to Employees following the transfer of the health flexible spending account balances and dependent care flexible spending account balances to Buyer’s plan. Buyer’s flexible spending account plans will be available to the Employees after the Closing Date. (c) Effective as of the Closing Date, Buyer shall cause its defined contribution plan that is intended to be qualified within the meaning of Section 401(a) of the Code to be amended to allow each Continuing Employee to rollover or transfer his or her account balance, including plan loans, from the NOV Benefit Plan that is a defined contribution plan intended to be qualified within the meaning of Section 401(a) of the Code that he or she contributed to as of the Closing Date. (d) From and after the Closing Date, Buyer shall cause the Company to perform its obligations under the CBAs, including taking all actions necessary to provide similar 401(k) and health and welfare type plans in which the Employees subject to such CBAs participate as...

Post-Closing Employee Matters. (a) Each employee of the Company and each Company Subsidiary shall receive credit for length of service with the Company and each Company Subsidiary, as applicable, under any qualified retirement plan or other employee benefit plan sponsored by the Buyer or any Affiliate of the Buyer for purposes of eligibility, entry, participation and vesting (but not for purposes of benefit accrual under any defined benefit or pension plan) under such plans and for purposes of all other compensation, benefits and programs provided by the Buyer and any Affiliate of the Buyer to similarly situated employees, including salary, bonuses, promotions, vacation, sick leave and other paid time off programs, severance and any other terms of employment to the extent such employee’s service was recognized under the Company’s or Company Subsidiary’s corresponding plan or program. Each employee of the Company and each Company Subsidiary shall be credited under the Buyer’s or any of its Affiliate’s sick leave, vacation and other time off policies with sick leave, vacation or other paid time off that shall have accrued but is unused through the Closing Date and included in Current Liabilities. Each employee of the Company and each Company Subsidiary shall be given the opportunity to begin participating in any qualified retirement plan or other employee benefit plan sponsored the Buyer or any Affiliate of the Buyer effective on the Closing Date (or as soon thereafter as reasonably practicable) if the employee meets the eligibility requirements for such plans based on the employee’s service, if any, credited under this Section 6.19(a). (b) The Buyer shall cause the Company and each Company Subsidiary to comply with any and all applicable notice or filing requirements under the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101, et seq., as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, “WARN”) for any terminations, plant closings, or layoffs, or any other such triggering events under the WARN Act occurring after the Closing Date. (c) Notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment of any particular Benefit Plan or any employee benefit plan, program or arrangement maintained by the Buyer or any of its Affiliates or (ii) obligate the Buyer or any of its Affiliates to (A) maintain any particular benefit plan or compensation arrangement or (B) retain the employment of any partic...

Post-Closing Employee Matters. (a) Parent may offer certain employees “at-will” employment by Parent as a Continuing Employee, to be effective as of the Closing Date, upon proof of a legal right to work in the United States. Such “at-will” employment will: (i) be set forth in offer letters on Parent’s standard form (each, an “Offer Letter”), (ii) be subject to and in compliance with Parent’s applicable policies and procedures, including employment background checks and the execution of Parent’s employee proprietary information agreement, governing employment conduct and performance, (iii) have terms, including the position and salary, which will be determined by Parent, (iv) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such Employee may otherwise have been entitled, and (v) supersede any prior express or implied employment agreements, arrangement or offer letter in effect prior to the Closing Date. (b) Continuing Employees shall be eligible to receive employee benefits consistent with Parent’s applicable human resources policies. The Company shall cause the Company to terminate effective as of the Closing Date all employment agreements and other arrangements with its employees and contractors.

Post-Closing Employee Matters. (a) Parent or its Affiliates may offer certain employees, including the Key Employees, “at-will” employment by Parent and/or the Surviving Corporation as a Continuing Employee, to be effective as of the Closing Date, upon proof of a legal right to work in the United States. Such “at-will” employment will: (i) be set forth in offer letters on Parent’s standard form (each, an “Offer Letter”), (ii) be subject to and in compliance with Parent’s applicable policies and procedures, including employment background checks and the execution of Parent’s employee proprietary information agreement, governing employment conduct and performance, (iii) have terms, including the position and salary, which will be determined by Parent, (iv) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such Employee may otherwise have been entitled, and (v) supersede any prior express or implied employment agreements, arrangement or offer letter in effect prior to the Closing Date. (b) Continuing Employees shall be eligible to receive employee benefits consistent with Parent’s applicable human resources policies.