Post-Closing Employment Matters. Subject to Section 7.11(e), Parent covenants as follows:
(a) From the Closing Date until its second anniversary, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, provide each active employee of the Company or its Subsidiaries as of the Effective Time (each, an “Employee”) with salary, bonus opportunities, incentive compensation opportunities and employee benefits no less favorable in the aggregate to such Employee than the employee benefits generally provided by Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) from time to time to employees of Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) in the country that is such Employee’s principal place of employment who are similarly situated to such Employee in title, rank, tenure and job duties. Nothing in this Section 7.11 shall be deemed to prohibit Parent from, at any time after the Effective Time, changing the title, rank or job duties of any Employee.
(b) Subject to the ability to do so under the terms of each Parent Benefit Plan and applicable law, with respect to each Parent Benefit Plan in which any Employee will participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, recognize all service of the Employees with the Company or any of its Subsidiaries, as the case may be, for purposes of eligibility, participation and vesting and, in the case of any Parent Benefit Plan that provides vacation benefits or any other form of paid time-off benefits, for purposes of benefit accrual, in each case subject to the terms of the applicable Parent Benefit Plan and applicable Law.
(c) Subject to the ability to do so under the terms of each Parent Benefit Plan and applicable law, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Employees under any Parent Benefit Plan that is a welfare benefit plan in which such Employees may be eligible to participate after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such Employees and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the Employees immediately prior to the Closing Date and (ii) provide each Employee with credit f...
Post-Closing Employment Matters. (1) The Employees as of immediately prior to the Effective Time are referred to herein as the "Covered Employees". Without limiting any additional rights that any Covered Employee may have under any Employee Plan or under applicable Law, for a period of twelve (12) months following the Effective Time (or, if earlier, until the date of termination of an applicable Covered Employee), the Purchaser will or will cause the Company to provide each Covered Employee with (i) total compensation (excluding retention bonuses, transaction bonuses, termination entitlements and severance) that is substantially comparable in the aggregate to those in effect for such Covered Employee immediately prior to the Effective Time, (ii) notice of termination, pay in lieu of notice and severance benefits to each Covered Employee that are substantially comparable in the aggregate to those that would have been provided to such Covered Employee under the applicable termination and severance benefits plan, programs, policies agreements and arrangements as in effect immediately prior to the Effective Time, and if no such arrangements were then in effect then Covered Employees will be provided with notice or payment in lieu of notice and severance as required by applicable Law, and (iii) employee benefits (excluding equity or equity-based, long-term incentive, retention, transaction, termination, severance, nonqualified deferred compensation, defined benefit pension, or any post-employment or retiree health and welfare benefits or compensation) that are substantially comparable in the aggregate to those that such Covered Employee was entitled to receive immediately prior to the Effective Time under the Employee Plans set forth in Section 3.1(32)(a) of the Company Disclosure Letter; provided that, for greater certainty, neither the Purchaser nor the Company shall have any obligation to offer or grant any equity or equity-based, long- term incentive or any nonqualified deferred compensation to any Covered Employee except where required pursuant to applicable Law.
(2) Without limiting the generality of Section 4.14(1), from and after the Effective Time, the Purchaser shall honor and perform, or cause the Company to honor and perform, all of the obligations of the Company and any of its Subsidiaries under Employee Plans and other agreements or arrangements with current or former Employees in accordance with their terms as in effect on the date hereof (with such modifications as may be made ...
Post-Closing Employment Matters. From and after the Closing, subject to any applicable collective bargaining agreement(s), no Company will be required to continue employing or engaging any Person employed or engaged by the Company as of the Closing Date, except as provided in any Employment Agreements executed and delivered at Closing and approved by Purchaser in writing. Purchaser may offer, at its sole discretion, consulting arrangements or terms of employment to certain representatives or employees of the Company.
Post-Closing Employment Matters. From and after the Closing, the Company shall not be required to continue employing any Persons employed by the Company as of the date of Closing.
Post-Closing Employment Matters. From and after the Closing Date, Buyer agrees with the Shareholders that:
Post-Closing Employment Matters. (a) For a period of not less than one year following the Effective Time, the Purchaser shall provide, or cause the Target to provide: (i) a total remuneration package (including but not limited to base salary and bonus and long-term incentive opportunities and benefits) that is at least as favourable to each Target Employee; and (ii) severance and retirement benefits to each Target Employee that are no less favorable than those that would have been provided to such Target Employee under the applicable severance and retirement benefit plans, programs, policies, practices, agreements and arrangements as in effect immediately prior to the Effective Time; provided that, with respect to severance benefits, if no such arrangements were then in effect then Target Employees employed in Canada will be provided with notice or payment in lieu of notice as required by Law.
(b) Without limiting the generality of the foregoing, the Purchaser shall assume, or cause the Target to assume, all of the Target’s employment, retirement, severance, retention, termination and change in control plans, policies, programs, agreements and arrangements (including any Employee Plan providing for severance in connection with a change in control) maintained by the Target or any of its Subsidiaries, in each case, as in effect at the Effective Time, including with respect to any payments, benefits or rights arising as a result of the Transaction (either alone or in combination with any other event).
(c) With respect to all employee benefit plans of the Purchaser and its affiliates that the Purchaser or its affiliates designate as being for the benefit of Target Employees, for all purposes, including determining eligibility to participate, level of benefits, vesting, benefit accruals and early retirement subsidies, each Target Employee’s service with the Target or any of its Subsidiaries (as well as service with any predecessor employer of the Target or any such Subsidiary, to the extent service with the predecessor employer was recognized by the Target or such Subsidiary) shall be treated as service with the Purchaser or any of its affiliates; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service. The Purchaser or its affiliates shall use its commercially reasonable efforts to cause (i) to be waived under any employee benefit plans of the Purchaser that are applicable to suc...
Post-Closing Employment Matters. Protective shall not, during the first 90 days after the Closing Date, reduce the compensation (cash or non-cash benefits) payable to any employee from the compensation in effect immediately prior to the Closing Date, except that it may change medical coverage plans so long as such change does not result in a lapse of coverage for any affected employee. The foregoing shall not prevent Protective from terminating any employee at any time.
Post-Closing Employment Matters. (a) Purchaser shall recognize the International Union of Operating Engineers Local No. 564 (“Local No. 564”) as the exclusive representative of the bargaining unit covered by the April 1, 2007 Collective Bargaining Agreement between Penreco and Local No. 564 (the “Local No. 564 Agreement”), shall offer to assume and adopt, agree to assume and adopt, and upon request by Local No. 564, assume and adopt the Local No. 564 Agreement, and such Local No. 564 Agreement shall remain in full force and effect for its duration. Purchaser shall offer employment to all employees covered by the Local No. 564 Agreement (“Local No. 564 Represented Employees”) on the terms provided in the Local No. 564 Agreement, and with wages, hours and other terms and conditions of employment, including Local No. 564 Represented Employee benefit, retirement and welfare plans and programs in effect at Closing; and
(b) Purchaser shall recognize The United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Unions and its Local No. 889 (“Local No. 889”) as the exclusive representative of the bargaining unit covered by the February 1, 2006 Collective Bargaining Agreement between Penreco and Local No. 889 (the “Local No. 889 Agreement”), shall offer to assume and adopt, agree to assume and adopt, and upon request by Local No. 889, assume and adopt the Local No. 889 Agreement, and such Local No. 889 Agreement shall remain in full force and effect for its duration. Purchaser shall offer employment to all employees covered by the Local No. 889 Agreement (“Local No. 889 Represented Employees”) on the terms provided in the Local No. 889 Agreement, and with wages, hours and other terms and conditions of employment, including Local No. 889 Represented Employee benefit, retirement and welfare plans and programs in effect at Closing.
Post-Closing Employment Matters. After the Closing, Purchasers shall cause RSP and RSP-TW to comply, in all material respects, with applicable employment Laws with respect to the Designated Employees who become employees of RSP.
Post-Closing Employment Matters
