Target Employees. Target shall use commercially reasonable efforts to cooperate with Acquiror to ensure that employees selected by Acquiror will become employees of Acquiror. Acquiror and Target shall cooperate to identify employees of Target who are necessary or desirable for Acquiror's proposed operations and Acquiror shall offer such employees of Target employment by Acquiror after the Effective Time. Each such offer shall (i) include a compensation package in accordance with Acquiror's compensation policy, (ii) to the extent permitted by Acquiror's employee benefit programs, enable such eligible employee to participate in Acquiror's employee benefit programs and other individual benefits as outlined in each employee's individual offer, such as life insurance, health, medical, dental and vision coverage and the Acquiror's 401(k) plan (collectively, "Acquiror's Plans"), and (iii) be in the form of an individual offer letter prepared in accordance with Acquiror's customary form. Such persons, if they accept employment, shall be "at will" employees and may be terminated by Acquiror at any time for any reason or for no reason.
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) continue to 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 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. Section 6.5(a) Target Shares.............................. Section 2.2
Target Employees. (a) The Target has disclosed to the Bidder that the Target has, in line with the Strategy represented to its employees that they will be made redundant once their role is no longer required to carry out the Strategy, and will receive, in connection with their redundancy:
(i) their applicable statutory and contractual redundancy payments (as applicable to the relevant employee);
(ii) their accrued statutory leave entitlements payable on termination of employment (annual leave and long service leave);
(iii) long term incentive/termination payments from The Trustee under the Target’s long term incentive plans (LTIP), comprising:
(A) an income distribution, to the extent there is net income to distribute; and
(B) a capital distribution in the form of a termination payment, such that all funds held by The Trustee for the LTIPs will be exhausted upon completion of the redundancies (LTIP Payments), (Redundancy Payments).
(b) The Bidder acknowledges that the Target has disclosed in the Target Disclosure Materials the amount of the Redundancy Payments.
(c) The Bidder will, and will procure that its directors appointed to the Target board, procure that:
(i) the Redundancy Payments are paid to the relevant employees, no later than two weeks after the bid becomes unconditional or is declared unconditional by the Bidder (or such other date agreed between the Target and the Bidder); and
(ii) any administrative costs incurred in connection with the Redundancy Payments will be paid by the Target (in line with past practice).
Target Employees. At the Effective Time, the employees of Target identified on Schedule 1.6(a)(ii) hereto shall have the right to receive an aggregate of (i) $100,000 in cash and (ii) 16,000 shares of Acquiror Common Stock, in the amount(s) set forth opposite the name of each such employee on Schedule 1.6(a)(ii). For purposes of this Agreement, including without limitation Sections 1.6(c) and 1.7(i) and Article 8, each Target employee identified on Schedule 1.6(a)(ii) shall be treated as a holder of Target Capital Stock, and any cash or shares of Acquiror Common Stock to be received by such employee at the Effective Time shall be treated as if received in exchange for shares of Target Capital Stock.
Target Employees. Buyer shall be satisfied, in its sole discretion, that (i) all of the employees identified as Key Employees on Annex 7.2(e) and (ii) not less than eighty five percent (85%) of the other Target employees listed on Annex 7.2(e) are ready, willing and able to remain employed by Buyer or the Surviving Corporation after the Effective Time on terms reasonably satisfactory to Buyer.
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. (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.
