Retention of Certain Employees Sample Clauses

Retention of Certain Employees. Prior to the Closing Date, Seller shall use its commercially reasonable efforts in cooperation with Products to bring about each Continuing Employee's agreement to be or remain, as the case may be, employed by the Company following the Closing Date. Seller shall promptly notify Products whenever Seller becomes aware or reasonably believes that any Continuing Employee intends to leave its employ.
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Retention of Certain Employees. Buyer is able to enter into satisfactory employment or consulting agreements with key employees (including but not limited to Xxxxxxx Xxxxxx (“Xxxxxx”) and Xxxxxx X. Xxxx (“Pomp”) (individually referred to as “Principal Shareholder” and collectively referred to as “Principal Shareholders”) that include, among other provisions, compensation, fringe benefits, non-compete, non-solicitation of employees and confidentiality.
Sample 1
Retention of Certain Employees. TCS will not hinder Xxxxxxx in Xxxxxxx retaining in Xxxxxxx’x employment such employees (other than ARD In-Scope Employees) as Xxxxxxx shall have notified TCS prior to execution of the SOW that Xxxxxxx wishes to retain.
Sample 1
Retention of Certain Employees. Prior to the Closing Date, WAD shall use its commercially reasonable efforts in cooperation with Products to bring about each Key Employee's agreement to be employed by Products following the Closing Date. WAD shall promptly notify Products whenever WAD becomes aware or reasonably believes that any Continuing Employee intends to leave its employ.
Sample 1
Retention of Certain Employees. Subject to any applicable Law, (i) Schering-Plough and its Affiliates may solicit and secure the continued employment of any Designated Employee (other than a Mandated Canadian Employee); and (ii) any Designated Employee (other than a Mandated Canadian Employee) may bid on any available position that is internally or externally advertised as an open position by Schering-Plough and its Affiliates in the normal course of business and if offered the position, such Designated Employee may accept such position; provided, however, that with respect to a Designated Employee who is a Product Sales Representative, any such transfer or new position shall not commence before the earlier of October 1, 2011 or the end of the applicable period for providing Elected Transition Services. Notwithstanding the foregoing, with respect to any Designated Employee who has (A) accepted an offer of employment from Centocor or any of its Affiliates, Schering-Plough and its Affiliates shall not, after written notice of such acceptance has been received by a human resources representative for the applicable Schering-Plough Affiliate in the applicable Relinquished Territory, solicit or offer a position to, or change the terms of any offer that may be outstanding to, such Designated Employee within the sixty (60)-day period prior to that Designated Employee’s start date with Centocor or its Affiliate (as stated in such notice), and on or after such start date, Schering-Plough and its Affiliates shall be subject to Section 4.9 with respect to such Designated Employee, or (B) accepted a transfer to another position to continue employment with Schering-Plough or any of its Affiliates, Centocor and its Affiliates shall not, after written notice of such acceptance has been received by a human resources representative for the applicable Centocor Affiliate in the applicable Relinquished Territory, solicit or offer a position to, or change the terms of any offer that may be outstanding to, such Designated Employee within the sixty (60)-day period prior to that Designated Employee’s start date of the new position with Schering-Plough or any of its Affiliates (as stated in such notice), and on or after such start date, Centocor and its Affiliates shall be subject to Section 4.9 with respect to such Designated Employee.
Sample 1

Related to Retention of Certain Employees

  • Termination of Certain Contracts Purchaser shall have received evidence reasonably acceptable to Purchaser that the Contracts set forth on Schedule 10.3(e)(ix) involving any of the Target Companies and/or Sellers or other Related Persons shall have been terminated with no further obligation or Liability of the Target Companies thereunder.

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

  • Qualification of Certain Plans Each Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified and each trust established in connection with any Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt and no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such Plan or the exempt status of any such trust. Each trust maintained or contributed to by the Company or any Subsidiary which is intended to be qualified as a voluntary employees' beneficiary association and which is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code has received a favorable determination letter from the IRS that it is so qualified and so exempt and no fact or event has occurred since the date of such determination by the IRS to adversely affect such qualified or exempt status.

  • Affiliation of Certain FINRA Members The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Notification of Certain Changes Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.

  • Termination of Certain Provisions 46 SECTION 7.14.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • Absence of Certain Company Control Person Actions or Events To the Company’s knowledge, none of the following has occurred during the past five (5) years with respect to a Company Control Person:

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