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.
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. 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. On or before the Effective Time, the Target shall procure that each of the employees and/or consultants of the Target and the Acquired Corporations listed on SCHEDULE F-1 shall have executed and delivered to Target the acknowledgement in the form attached hereto as EXHIBIT F.
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) Xxxxxxxxxxx....................................................................................................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").
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. 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. 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. 30 7.13 Indemnification................................................................................30 7.14
