Target Employees Clause Samples

Target Employees. (a) As of the Effective Time of the Merger, Acquiror will assume and perform employment-related obligations of Target under its benefit plans, employment policies, collective bargaining agreements, and applicable local, state and federal laws, including without limitation the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay, the Occupational Safety and Health Act, the Employee Income Retirement Security Act, Executive Order 11246, the Americans With Disabilities Act, the Family and Medical Leave Act, the common law of the Commonwealth of Virginia and any other local, state or federal statute, ordinance, executive order, regulation, court decree or other governmental action having the force and effect of law; provided, however, that this sentence is not intended to require Acquiror to continue any such plan, policy or agreement beyond the time when it otherwise lawfully could be terminated or modified. (b) Acquiror agrees to provide the employees of Target and its Subsidiaries with compensation and employee benefit plans and programs on substantially the same basis as the same are provided to similarly situated employees of Acquiror and its Affiliates (the “Acquiror Plans”); provided, however, in lieu thereof Acquiror may elect to continue one or more of Target’s existing benefit plans for any of the employees for such period or periods as Acquiror may determine; and provided further, that the employees of Target and its Subsidiaries shall be given credit for all purposes under the Acquiror Plans for their years of service that are credited under any similar Target Plan (but only to the extent that such credit does not create any duplication of benefits or benefit accruals under any defined benefit retirement or welfare plan). (c) Acquiror agrees to maintain the policies of Target governing special severance payments to employees following a change of control transaction in effect as of the date of this Agreement for a period of two years from the date of the Closing and to adhere to the terms and conditions of such policies, including those terms and conditions set forth in Section 6.10(c) of the Target Disclosure Schedule, during such two year period. Target has previously delivered to Acquiror true and correct copies of all such severance policies.

Target Employees. Target shall terminate the employment of all employees of Target as of the Effective Time and Spinco shall either (a) offer employment to all employees of Target, with effect from and after the Effective Time, on terms that are substantially the same as the terms applicable to such employees when they were employees of Target; or (b) make arrangements for the payment of severance to such employees, such severance obligations to be assumed by and be the responsibility of Spinco, other than the Change of Control Payments. From and after the Effective Date, Spinco shall assume and be responsible for all obligations with respect to the engagement or employment of all employees and directors of Target, including with respect to all notice of termination and severance pay in accordance with applicable law (including employment standards), and contract, if applicable, and for all unpaid wages, accrued vacation pay, change of control, and other amounts owing to employees or directors of Target up to the Effective Time (whether or not payable after the Effective Time), and for all Claims of any nature or kind relating to employment or engagement by Target up to the Effective Time, including for breach of contract or wrongful dismissal. The obligations contained in this Section 5.12 (the “Employee Obligations”) shall survive the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement, including the Arrangement.

Target Employees. The Buyer shall cause the Transitory Subsidiary to (i) employ each person employed by Target on the Closing Date on at least an "employment-at-will" basis as of the first business day after the Closing Date, (ii) provide such benefits and salary to such person who accepts the offer of employment with the Transitory Subsidiary comparable to the benefits and salary previously provided or paid by Target as of the Closing Date, and (iii) grant to each such person credit for his/her years of service with the Target for purposes of calculating such person's right to participate in applicable benefit plans and programs and the level of such participation.

Target Employees. On or before the Closing Date, Acquiror or the Surviving Corporation shall have offered employment to each of the individuals whose names are set forth on Schedule 4.1.21 to this Agreement (except for the Persons executing Assignments of Employment Agreements), such offers to be for a position on an at-will basis and having salary and benefits at least equivalent to the salary and benefits paid to such employees by Target immediately preceding the Closing Date.

Target Employees. (a) Buyer currently expects to operate Target’s business as a stand-alone subsidiary of Buyer and currently expects to continue the base operations of Target’s business in Chalmette, Louisiana. As such, Target’s employees may remain employees of Target or become employees of Buyer or an Affiliate of Buyer, as determined by Buyer. Buyer currently anticipates that it will retain the substantial majority of Target’s employees; however, such employees must qualify under Buyer’s conditions of employment for employees of Buyer and its Affiliates, including drug testing. The statements made in this paragraph are expressions of Target’s current intentions. They are not a covenant of future performance and are not intended to limit Buyer’s right, in its discretion, to change Target’s operations in the future. Buyer shall not have liability hereunder as a result of any such change. (b) Buyer may cause Target to continue in effect Target’s Employee Benefit Plans, or, alternatively, Target’s employees may become participants in Buyer’s Employee Benefit Plans; provided that Target’s employees shall be given credit for length of service with Target for purposes of vesting and eligibility (but not accrual of benefits) under Buyer’s Employee Benefit Plans. (c) No provision of this Section 6.5 shall create any third-party beneficiary or other rights in any Target employee or former employee (including any beneficiary or dependent thereof) in respect of (i) continued employment (or resumed employment) with Buyer, Target or any of their Affiliates, or (ii) any benefits that may be provided, directly or indirectly, under any Employee Benefit Plans or any similar plan or arrangement which may be established or maintained by Buyer, Target or any of their respective Affiliates. No provision of this Agreement shall obligate Buyer, Target or any of their Affiliates to adopt or maintain any benefit plan at any time.

Target Employees. (a) Section 3.13(a) of the Disclosure Schedule contains a true and complete list of the Target Employees as of the date of this Agreement. (b) Section 3.13(b) of the Disclosure Schedule contains a true and complete list of (1) any employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including without limitation, any multiemployer plan as defined in Section 3(37) of ERISA ("Multiemployer Plan") or any other plan subject to Title IV of ERISA, or (2) any bonus, deferred compensation, retirement or excess benefit, performance compensation, stock purchase, restricted stock, stock option, stock appreciation, severance, salary continuation, vacation, sick leave, holiday pay, material fringe benefit, material personnel policy, reimbursement program, incentive, insurance, welfare or similar plan, program, policy or arrangement, written or unwritten, which is, or during the six year period preceding the Closing Date was, maintained, administered or contributed to by the Sellers or any of their affiliates for the benefit of Target Employees, directors of the Target Companies or any individual serving as an agent or broker of the Target Companies, or any individual performing services as an independent contractor for the Target Companies ("Benefit Plans"). (c) All Benefit Plans comply in all material respects with and are, and during the six year period (or such shorter period for which Target Employees have been covered thereby) preceding the Closing Date have been, operated in all material respects in accordance with their terms, ERISA, the Code and other applicable law. Each Benefit Plan intended to be qualified under Code Section 401(a), (1) has received a favorable determination letter from the Internal Revenue Service to the effect that it is qualified under Code Section 401(a) and exempt from tax under Code Section 501, both as to the original plan and all restatements or material amendments and (2) nothing has occurred since the date of such determination letter that reasonably would be expected to adversely affect such qualification or exemption. (d) True and complete copies of each written Benefit Plan, a description of each unwritten Benefit Plan, summary plan descriptions, and the two most recent annual reports on Form 5500 (including all schedules and attachments), if any, have been made available to Buyer. (e) All contributions to each Benefit Plan are or have been deductible unde...

Target Employees. From and after the date of this Agreement until the Effective Time, Target shall use commercially reasonable efforts to retain the Target Employees and to cause each Target Employee to execute and deliver to Acquiror, (i) an offer letter (ii) Proprietary Information and Inventions Assignment Agreement and (iii) a Release, each in substantially the form required pursuant to Section 7.2(g)(xiii).

Target Employees. Acquirer shall retain all employees of Target who are employed at the Effective Time as employees-at-will (except to the extent that such employees are parties to contracts providing for other employment terms, in which case such employees shall be retained in accordance with the terms of such contracts) and shall provide such employees with the same customary employee benefits as Acquirer provides its existing employees. Acquirer shall cause Target to honor Target stay bonus arrangements as in effect immediately prior to the date hereof, copies of which have been provided to Acquirer. Exhibit 7.12 describes the parties to whom such stay bonus letters have been delivered. Acquirer shall give employees of Target credit for their respective periods of employment with Target prior to the Effective Time for purposes of determining their eligibility for vesting, level of participation, and benefit accrual (other than benefit accrual under Acquirer's defined benefit pension plan) in any employee benefit program, plan or arrangement which the Surviving Corporation adopts, maintains or contributes to following the Effective Time.

Target Employees. 7.4(a) Target Intellectual Property.................................................................................5.9(a) Target Material Adverse Effect...............................................................................5.1(a) Target Option Plan........................................................................................2.1(c)(i) Target Options...............................................................................................5.2(b) Target Registered Intellectual Property......................................................................5.9(a) Target Service Provider.....................................................................................5.12(b) Tax.........................................................................................................5.10(a) Taxes.......................................................................................................5.10(a) Third Earn-Out Period...................................................................................2.5(b)(iii) Third Earn-Out Threshold Amount.........................................................................2.5(b)(iii) Third Party Claims..........................................................................................10.3(a) Threshold Amount............................................................................................10.5(a) Trademarks...................................................................................................5.9(a) Transferred Target Employees.................................................................................7.4(a) ▇▇▇▇▇▇▇▇▇▇▇....................................................................................................5.22 Year 2000 Complaint............................................................................................5.25 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 24, 2000, by and among Website Results, Inc., a Delaware corporation (the "Target"), 24/7 Media, Inc., a Delaware corporation (the "Parent"), WSR Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and the stockholders of Target set forth on the signature pages hereof (each, a "Stockholder" and collectively, the "Stockholders").