Selected Employees Sample Clauses

Selected Employees. (i) At or prior to Closing, the Purchasers will extend offers of employment, commencing as of 12:01 a.m. on the day following the Closing Date, at such salary, compensation levels and terms and conditions as such Purchasers may determine, to the Selected Employees, which offers shall be conditioned on the Closing. Each Selected Employee who accepts Purchasers' offer of employment shall become an employee of the Purchasers as of 12:01 a.m. on the day following the Closing Date and shall thereafter be a "Transferred Employee". Purchasers shall assume all employment obligations accruing or arising after such time with respect to the Transferred Employees. In addition, Purchasers agree that in connection with their employment of any Transferred Employees, such Purchasers shall (x) give full credit for years of service with Sellers for purposes of eligibility and vesting under Purchasers' Plans, (y) impose no waiting period for benefits participation, and (z) impose no exclusions from health benefits for pre-existing medical conditions, other than those medical conditions excluded under Sellers' health plans. (ii) Subsequent to the Closing Date, Sellers, in their sole option, may retain or terminate any Employees other than the Transferred Employees, and Purchasers shall, within thirty (30) days after receipt of an invoice from the Sellers setting forth the names of such terminated Employees and the amounts actually paid by the Sellers to or on behalf of such terminated Employees, reimburse Sellers for any severance payments actually paid by Sellers to or on behalf of any terminated Employees pursuant to the Severance Policy as a result of the Sellers' termination of such Employees (x) on the day of the Closing or at any time during the two-week period after the Closing Date, (y) a later date to comply with the WARN ACT, or (z) with respect to any Employees who are retained by Sellers to provide services under the Transition Services Agreement, on the day of termination of such Employees by Sellers provided, however, that Purchasers shall not be obligated to reimburse Sellers for any severance payments made to any Selected Employees who are offered employment by Purchasers with substantially equivalent compensation and benefits, in the aggregate, to that currently being provided by Sellers to each such Selected Employee, and at the same work location or at a work location that is not more than fifty (50) miles from such location, and who do not accept the Purch...
AutoNDA by SimpleDocs
Selected Employees. Within 45 days after the Agreement Date, Parent and Buyer, in their sole discretion, will determine and inform Seller of the identity of the Business Employees, if any, to whom Parent or Buyer will offer employment (the “Selected Employees”), and the terms and conditions of any such offer. Notwithstanding the foregoing, neither Parent nor Buyer shall have any obligation to employ any of the employees of Seller, including any Selected Employee. Seller will not take any action, before or after the Closing, directly or indirectly, to prevent or discourage any Selected Employee from being employed by Parent or Buyer. Seller will retain, and Parent and Buyer will not assume, any employer or employment-related obligations of Seller to the Selected Employees or any other liability of Seller related to any Selected Employee that arises or accrues on or before the Closing Date, including, without limitation: (i) accrued personal time off (including sick leave); (ii) any obligation to provide health, medical, disability, life or other insurance benefits or any stock, stock option rights, or pension savings plan or similar benefits pursuant to any Seller employee benefit plan, plans, agreement or arrangement; (iii) any government-mandated employee or employment-related payments; (iv) workers’ compensation and disability insurance premiums (if any) paid or payable by Seller on behalf of Selected Employees who are on workers’ compensation or disability leave as of the Closing Date; or (v) any bonuses accrued or earned by any of the Selected Employees on or prior to the Closing Date. Any Liabilities to any of the employees of Seller resulting from Parent’s or Buyer’s failure to offer employment to any such employee will be, and will remain, Seller’s sole responsibility.
Selected Employees. EXHIBITS
Selected Employees. Those not selected by the new school will have transfer rights to other schools as excessed Educational Support Professionals.
Selected Employees. Upon the execution of this Agreement, MediaTek shall deliver to Tvia a completed Schedule 5.2 listing certain employees of Tvia Inc. or Tvia China selected by MediaTek (the “Selected Employees”) to receive offers of employment with MediaTek Inc., MediaTek China or MediaTek USA, as applicable.
Selected Employees. Within fourteen (14) days of the date of this Agreement, Oxford agrees to notify SVI of its selection of which of the above five employees with whom it desires to enter into an Employment Agreement ("Selected Employees").
Selected Employees. Schedule 7.1 identifies the employees of Seller to whom Buyer has offered employment (the "SELECTED EMPLOYEES") on the basis of Buyer's standard new hire policies. Seller will not take any action, directly or indirectly, to prevent or discourage any Selected Employee from being employed by Buyer. Seller shall pay the accrued vacation, holiday and sick pay of the Selected Employees to the Selected Employees on the Closing Date. Buyer agrees to employ the store managers and assistant store managers included on Schedule 7.1 for a period of six months after the Closing; provided, however, that all such persons shall be employees at will and Buyer shall have the right to terminate, decrease the compensation of, or demote such persons "for cause" as determined by Buyer in its sole discretion. Seller shall be responsible for all severance and related obligations to employees of Seller arising on or prior to the Closing or as a result of the transactions contemplated by this Agreement.
AutoNDA by SimpleDocs
Selected Employees. Buyer, in its sole discretion, shall determine the employees of Seller employed in connection with the Business, if any, to whom Buyer shall offer employment (the "Selected Employees") ; provided, however, that Buyer agrees that it shall offer employment to Shamess Xxxxxx, Xxxxxxxx Xxxxx and Xxxxx Xxxxxx on substantially similar terms and conditions as those employees' current employment with Seller. Seller shall not take any action, directly or indirectly, to prevent or discourage any Selected Employee from being employed by Buyer. Except as provided in this Section 6.2.1, and in the agreements set forth in Section A of Schedule 4.14 any liabilities or obligations to any of Seller's employees resulting from Buyer's failure to offer employment to such employee will be, and will remain, the sole responsibility of Seller.
Selected Employees. The Relevant Employer shall, in addition to complying with paragraphs 4.1 and 4.2 in respect of Selected Employees, pay to each Selected Employee a retention payment in cash at the relevant Completion (less any applicable deductions) [***]. Each such payment shall be made in the form of a forgivable interest free loan with a term of three years from the relevant Completion and the amount of which shall reduce by one third on each anniversary of the relevant Completion, or some other structure having substantially the same effect. The loan will be documented in a loan agreement to be entered into between the Relevant Employer and each Selected Employee and it will be provided that the loan will only be forgivable if such Selected Employee continues to be employed by any member of the Purchaser Group on the relevant anniversary date (otherwise the loan outstanding shall be (i) repaid by that Selected Employee within 10 Business Days of his employment being terminated for cause or (ii) forgiven in full with effect from the date of his employment being terminated without cause). The Relevant Employer shall consult with the Selected Employee on the structure of the arrangement and the form of documentation in light of inter alia the relevant Selected Employees’ tax position but ultimately these are at the discretion of the Relevant Employer.

Related to Selected Employees

  • Affected Employees 6.8(a) Affiliate............................................................................... 5.1(a)(iii) Agreement...............................................................................

  • Newly Hired Employees All employees hired to an insurance eligible position must make their benefit elections by their initial effective date of coverage as defined in this Article, Section 5C. Insurance eligible employees will automatically be enrolled in basic life coverage. If employees eligible for a full Employer Contribution do not choose a health plan administrator and a primary care clinic by their initial effective date, and do not waive medical coverage, they will be enrolled in a Benefit Level Two clinic (or Level One, if available) that meets established access standards in the health plan with the largest number of Benefit Level One and Two clinics in the county of the employee’s residence at the beginning of the insurance year. If an employee does not choose a health plan administrator and primary care clinic by their initial effective date, but was previously covered as a dependent immediately prior to their initial effective date, they will be defaulted to the plan administrator and primary care clinic in which they were previously enrolled.

  • Rehired Employees Amounts forfeited upon termination of employment because of the failure to meet the applicable vesting requirements shall not be reinstated or re-credited if an individual is subsequently rehired or re-employed by the School Corporation. However, if the board shall have approved a leave of absence of not more than one (1) fiscal year for an employee, such period of leave shall not result in forfeiture provided the employee shall promptly return to employment following the expiration of the period of leave.

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

  • Current Employees Employees who are eligible to participate but not deferring shall have Elective Deferrals withheld in the amount of ______ % of Compensation or $_________ of Compensation. Employees and Participants shall have the right to amend the stated automatic Elective Deferral percentage or receive cash in lieu of deferral into the Plan.

  • Active Employees Active Employees who have not terminated service during the Plan Year and who meet the following requirements (select all that apply; leave blank if no exclusions): a. [ ] The Employee must be at least age (e.g., 55) b. [ ] The value of the sick and/or vacation leave must be at least $ (e.g., $2,000) c. [ ] A contribution will only be made if the total hours is over (e.g., 10) hours d. [ ] A contribution will not be made for hours in excess of (e.g., 40) hours

  • Shift Employees Employees who work rotating shift patterns or those who work qualifying shifts shall be entitled, on completion of 12 months employment on shift work, to up to an additional 5 days annual leave, based on the number of qualifying shifts worked. The entitlement will be calculated on the annual leave anniversary date. Qualifying shifts are defined as a shift which involves at least 2 hours work performed outside the hours of 8.00am to 5.00pm, excluding overtime. Number of qualifying shifts per annum Number of days additional leave per annum 121 or more 5 days 96 – 120 4 days 71 – 95 3 days 46 – 70 2 days 21 – 45 1 day

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Displaced Employees In the event of a reduction in the work force, regular employees shall be laid-off in reverse order of seniority, provided that there are available employees with greater seniority who are qualified and willing to do the work of the employees laid-off. An employee who is qualified and yet unwilling to do the work shall be laid-off.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!