Post-Closing Employment. On the Contribution Closing Date, the Contributor Parties shall, or shall cause their Affiliates to, make available for hiring by New Public Rangers or its Subsidiaries all employees (other than corporate general and administrative personnel) who dedicate their full employment services to the Midstream Business as well as such additional employees as mutually agreed by the Acquirer Parties and the Contributor Parties between the Execution Date and the Contribution Closing Date (each such employee a “Transferring Employee”) and the Acquirer Parties shall, or shall cause their Affiliates to, make offers of at-will employment within a reasonably time prior to the Contribution Closing Date to each such Transferring Employee with such employment to be effective as of the Contribution Closing Date (to the extent such offers of employment are accepted); provided, however, that no individual who is collecting payments under any long-term disability plan or short-term disability plan of the Contributor Parties or their Affiliates as of the Contribution Closing Date (a “Disability Employee”) shall be a “Transferring Employee.” Each employment offer shall be for a position that has duties that are materially consistent with the current position held by such Transferring Employee immediately prior to the Contribution Closing Date and will be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations. In connection with the foregoing offers of employment, the Acquiror Parties shall grant equity awards in the amounts and to such Transferring Employees as shall be mutually determined by the Acquirer Parties and the Contributor Parties prior to the Contribution Closing Date. Notwithstanding any provision herein to the contrary, the Acquirer Parties and their Affiliates shall have no obligation to hire any Disability Employee who does not return to bona fide service with a Contributor Party or an Affiliate thereof prior to the first anniversary of the Contribution Closing Date, unless otherwise required by applicable Law. To the extent a Disability Employee returns to bona fide service with a Contributor Party or an Affiliate thereof prior to the first anniversary of the Closing Date, such Contributor Party or such Affiliate shall provide the Acquirer Parties with written notice on or as soon as administratively practicable thereafter. Upon receipt of such notice, the Acquirer Parties or an Affiliate thereof shall pro...
Post-Closing Employment. Xxxxxx Xxxxx shall provide services to the Company pursuant to the employment contract, by and among Xxxxxx Xxxxx, the Company and the Buyer, dated as of the date hereof and effective as of the Closing Date (the “Employment Contract”) for at least six months following the Closing Date.
Post-Closing Employment a) Each individual employed by TRW or any of its Subsidiaries within the U.S. immediately prior to the Closing Date and who is engaged primarily in the Automotive Business shall be (by operation of law or with the employee's consent, if required by applicable law), immediately after the Closing Date an Active TRW Automotive Employee employed by a member of the TRW Automotive Group with the same base salary and annual bonus opportunity as applied immediately before the Closing Date. Each employed Shared Service Employee shall be (by operation of law or with the employee's consent, if required by applicable law) immediately after the Closing Date employed by a member of the TRW Automotive Group with the same base salary and annual bonus opportunity as applied immediately before the Closing Date. Each employed Company Staff Employee shall be (by operation of law or with the employee's consent, if required by applicable law) immediately after the Closing Date employed by a member of the TRW Group.
b) Each individual employed by TRW or any of its Subsidiaries outside of the U.S. immediately prior to the Closing Date and who is engaged primarily in the Automotive Business shall be (by operation of law or with the employee's consent, if required by applicable law), immediately after the Closing Date employed and, where not by operation of law, offered employment by a member of the TRW Automotive Group on the same terms and conditions of employment as applied immediately before the Closing Date, and shall be an Active TRW Automotive Employee.
Post-Closing Employment. (a) During the six (6) month period following the Effective Time, Holdings and Parent shall take, and shall cause the Surviving Corporation to take, all actions required so that all individuals who are employed by the Company immediately prior to the Effective Time and who intend to continue their employment with Holdings, Parent or the Surviving Corporation following the Effective Time (including employees on vacation, leave of absence, or short or long-term disability) (the “Post-Transaction Employees”): (i) receive base compensation and bonus opportunities that are no less favorable than that provided immediately prior to the Effective Time (provided, that there is no obligation to continue any option plans or equity-based compensation); and (ii) receive benefits that are substantially comparable in the aggregate to those benefits provided to such employees immediately prior to the Effective Time; and (iii) receive severance pay that is no less than the severance pay that would have been payable under the severance policy or any agreement with such employee in effect immediately prior to the Effective Time.
(b) Holdings and Parent shall take, and shall cause the Surviving Corporation to take, all actions required so that all Post-Transaction Employees shall receive service credit for all purposes under any employee benefit plans and arrangements in which they participate following the Effective Time. To the extent that Holdings, Parent or the Surviving Corporation modifies any coverage or benefit plans under which the Post-Transaction Employees participate, Holdings, Parent or the Surviving Corporation shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees credit under the new coverages or benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. Holdings and Parent shall be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” (as defined in Treasury Regulation Section 54.4980B-9).
(c) For a period of ninety (90) days following the Effective Time, Holdings and Parent shall not, and shall cause the Surviving Corporation not to, terminate any Post-Transaction Employees in such numbers as would trigger any liability under the Worker Adjustment and Retraining Notification Act of 1988 (as amended the “WARN Act...
Post-Closing Employment. Effective as of the end of the Transition Period, Purchaser shall, or cause an affiliate of Purchaser to, make offers of employment to each Seller Employee, with such employment to be effective as of the end of the Transition Period (a “Transferring Employee”).
Post-Closing Employment. On the Closing Date, Buyer agrees to cause the MDL Group Companies to employ all Employees employed by an MDL Group Company, or with respect to the Foreign Employees not employed by an MDL Group Company, offer to employ each of such employees, with salaries, annual target bonus amounts and benefits that are substantially comparable in the aggregate to the compensation and benefits available to such Employees as of the date hereof. Buyer further agrees, with respect to Foreign Employees employed by an MDL Group Company, to cause the applicable MDL Group Company to abide by existing contractual terms applicable to such Foreign Employees as disclosed in Schedule 2.8(a). The Employees listed on Schedule 4.4(a)(i) as updated through the Closing Date to reflect the termination of employment of any Domestic Employees or the hiring of any new employees pursuant to Section 4.1(b)(iv), and the Foreign Employees listed on Schedule 4.4(a)(ii) as updated through the Closing Date to reflect the termination of employment of any Foreign Employees or the hiring of any new employees pursuant to Section 4.1(b)(iv), who accept offers of employment from, and commence employment with, Buyer, are referred to herein as the “Transferred Employees.” Sellers shall use commercially reasonable efforts to assist Buyer in securing an acceptance of a Buyer offer of employment from each of the individuals listed on Schedules 4.4(a)(i) and 4.4(a)(ii).
Post-Closing Employment. Buyer shall have the right, but shall have no obligation, to offer employment post-Closing to employees of Seller. Any meeting between any such Person and Buyer pursuant to this subsection shall occur at a time and place that does not conflict with such Person’s employment obligations to Seller. Any employment offered by Buyer to such Person shall be on such terms and conditions as Buyer, in its sole discretion, may determine.
Post-Closing Employment. After the Closing, Connelly will remain as an ----------------------- at-will employee of Citadel to provide services during the wind down phase of Citadel's operations after the Closing at his current salary (less applicable withholding), without any bonus or severance payments provided in the Employment Arrangements; provided that Citadel will pay an additional retention bonus equal to one half of Connelly's annual base salary if Cxxxxxxx xxmains employed by Citadxx xx xxsist with the winding down of Citadel's business through the earlier of March 31, 2007 or the date Citadel determines his services in connection with the wind down are no longer required.
Post-Closing Employment. After the Closing, Solomon has agreed to remain as an at-will employee of the Citadel to provide services during the wind down phase of Citadel’s operations after the Closing at his current salary (less applicable withholding), without any bonus or severance payments provided in the Employment Arrangements.
Post-Closing Employment. Except as provided in the Employment Agreement attached hereto as Exhibit "B," Company and Shareholder acknowledge and agree that after the Effective Time (i) neither FNFI nor Surviving Corporation shall be required to employ or retain any employee of Company or any other Person; and (ii) FNFI, in its sole and absolute discretion, may cause Surviving Corporation to retain all, some, or none or such employees; provided, however, that all such post-closing terminations shall be in accordance with all applicable laws, rules and regulations.
