Post-Closing Employee Matters. Parent or its Affiliates may offer certain U.S. Employees, including the Key Employees, employment by Parent, its Subsidiaries, the Interim Surviving Entity and/or the Final Surviving Entity 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 employees offered such employment, the “Offered Employees”). Such employment will: (i) be set forth in offer letters on Parent’s standard form, (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. Notwithstanding the provisions of clause (iii), the offers provided to the Offered Employees shall provide for terms and conditions that maintain substantially (x) the aggregate economic value of the total cash compensation (including base salary, base hourly wage, target bonus and other cash-based incentive payments, but excluding equity compensation) of each Continuing Employee, and (y) the aggregate economic value of the benefits under the employee benefit plans, programs and arrangements for the benefit of such Continuing Employee and his or her dependents and beneficiaries, in each case, as provided to such Continuing Employee immediately prior to the Effective Time, so as to not implement any substantial aggregate reduction in the value of compensation, benefits, rights or entitlements during such period (the “Offered Terms”), and following the Closing Date, Parent shall or shall cause its Affiliate who is employing such Continuing Employee to maintain the Offered Terms. After the Effective Time, nothing contained in the foregoing sentence shall prohibit Parent or its Affiliates from reducing or otherwise modifying any component of compensation or benefits of any Continuing Employee. Effective as of, and following, the Closing, to the extent permitted or required by applicable law, Parent or Affiliate will cause any employee benefit plans, programs, policies and arrangements in which an...
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:
Post-Closing Employee Matters. [reserved].
Post-Closing Employee Matters. (a) As of the Effective Time and for 12 months thereafter (or, if earlier, the date of termination of employment of the relevant Continuing Employee), Parent shall, or shall cause the Surviving Corporation or its Subsidiaries to, provide each employee of the Surviving Corporation and its Subsidiaries who will be employed by Parent or one of its Subsidiaries after the Effective Time (collectively, the “Continuing Employees” and each, a “Continuing Employee”) with employee benefits (excluding equity arrangements, deferred compensation arrangements, or retiree health and retiree welfare benefits) that are substantially comparable or more favorable in the aggregate as those in effect for either (i) such Continuing Employee as of the date hereof or (ii) similarly-situated employees of Parent, as elected by Parent in its discretion. As of the Effective Time and for at least 12 months thereafter (or, if earlier, the date of termination of employment of the relevant Continuing Employee), Parent shall, or shall cause the Surviving Corporation or their Subsidiaries to, compensate each Continuing Employee with a base salary rate and target bonus opportunity on terms no less favorable than the base salary rate and target bonus opportunity, respectively, provided to such Continuing Employee immediately prior to the Effective Time.
Post-Closing Employee Matters. (a) Effective as of the First Closing Date, (i) the First Closing Acquired Entities shall withdraw from and cease to be participating employers under the Benefit Plans listed in Section 6.9(a) of the Seller Disclosure Schedule (the “Crestwood Seller Benefit Plans”), and (ii) all Continuing Employees shall cease to accrue further benefits and shall cease to be active participants under the Crestwood Seller Benefit Plans. Seller shall take the actions set forth on Section 6.9(a) of the Seller Disclosure Schedule as of immediately prior to the First Closing Date. Neither Buyer nor the applicable Acquired Entities shall have any obligation, liability or responsibility from and after the First Closing Date to or under the Crestwood Seller Benefit Plans, whether such obligation, liability or responsibility arose before, on or after the First Closing Date.
Post-Closing Employee Matters. (a) During the period commencing on the Closing Date and ending on December 31, 2024 (or if earlier, the date of the Continuing Employee’s termination of employment with the Company), Parent shall and shall cause its subsidiaries (including, after the Closing, the Surviving Company and its subsidiaries) to provide each Continuing Employee with (i) a base salary or hourly wages which are no less than those provided to such Continuing Employee immediately prior to the Closing; (ii) target bonus and other target cash incentive opportunities (excluding equity-based compensation) which are no less than the target bonus and other target cash incentive opportunities (excluding equity-based compensation) provided to such Continuing Employee immediately prior to the Closing; and (iii) retirement severance, health, welfare and other employee benefits that are no less favorable in the aggregate than those provided to such similarly-situated employees of Parent and its subsidiaries.
Post-Closing Employee Matters. (a) As of the Effective Time and for 12 months thereafter (or, if earlier, the date of termination of employment of the relevant Continuing Employee), Parent shall, or shall cause the Surviving Corporation or its Subsidiaries to, provide each employee of the Surviving Corporation and its Subsidiaries who will be employed by Parent or one of its Subsidiaries immediately after the Effective Time (collectively, the "Continuing Employees" and each, a "Continuing Employee") with.employee benefits (other than any defined benefit plan benefits, retiree health or welfare benefits,long-term incentive plans, nonqualified d,eferredcompensation, or equity based incentive compensation or plans) that are substantially comparable to the benefits provided to such Continuing Employee as of immediately prior to the Effective Time under the Company Employee Plans (subject to adjustments to account for historical and future cost increases to the Company for the provision of such benefits). As of the Effective Time and for 12 months thereafter (or, if earlier, the date of termination of employment of the relevant Continuing Employee), Parent shall, or shall cause the Surviving Corporation or its Subsidiaries to, compensate each Continuing Employee with a base salary or wage rate and annual cash target bonus opportunity on terms no less favorable to the base salary or wage rate and annual cash target bonus opportunity, respectively, provided to such Continuing Employee immediately prior to the Effective Time, it being understood that Parent shall be allowed to modify any annual cash bonus plan to reflect any changes to the Company and its Subsidiaries that result from the contemplated Transaction to the extent that such changes are not adverse to any of the Continuing Employees relative to the terms that existed prior to the Closing.
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).
Post-Closing Employee Matters. (a) With respect to each Person who is an active employee of the Company or any of its Subsidiaries immediately prior to the Closing (a “Continuing Employee”), for the period beginning on the Closing Date, and ending on the one-year anniversary of the Closing Date, or, in each case, if earlier, on the date of the termination of employment of the relevant Continuing Employee (the “Continuation Period”), Parent shall provide each such Continuing Employee, with (i) a base salary or base wage rate that is no less than the base salary or base wage rate provided to such Continuing Employee by the Company or its Subsidiaries as of the date hereof, (ii) annual cash based target incentive compensation and commission opportunities that are comparable in the aggregate to the and annual cash based target incentive compensation and commission opportunities afforded to such Continuing Employee by the Company and its Subsidiaries as of the date hereof, and (iii) employee retirement, health and welfare benefits (but specifically excluding any defined benefit plan benefits, retiree health or welfare benefits, equity based compensation or benefits or long-term incentive compensation), in each case, as determined by Parent after taking into consideration the employee retirement, health and welfare benefits that are generally made available to similarly situated employees of Parent and its Affiliates.
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.
