Transfer of Business Employees. No later than immediately prior to the Closing Date, the employment of each Business Employee shall be transferred to BGC Partners, any of its Subsidiaries or a Transferred Entity to the extent that such Business Employees shall not already be employed by any such entity; provided, however, that any such Business Employee who is on an approved leave of absence (including disability leave) on the Closing Date shall not be transferred as of the Closing Date if such transfer would result in the loss of healthcare or disability insurance coverage and, in such event, the Business Employee shall commence employment with BGC Partners, one of its Subsidiaries or a Transferred Entity as of the date such employee returns from such leave. Each Business Employees who becomes employed by BGC Partners, one of its Subsidiaries or a Transferred Entity in accordance with the preceding sentence, together with the Business Employees, shall be referred to herein collectively as the “Transferred Business Employees”.
Transfer of Business Employees. No later than five (5) Business Days prior to the Closing Date, Purchaser shall or shall cause one of its Affiliates to offer employment, in writing, to the Canadian Business Employee, effective as of 12:01 a.m. local time on the Closing Date. Such offer of employment made by Purchaser or one of its Affiliates to the Canadian Business Employee shall provide for terms and conditions consistent with this Article IX, employment in the same or a substantially similar position and work location (within a fifteen (15)-mile radius or such shorter distance required by applicable law in order to avoid the imposition of severance or other termination obligations), in each case, as those provided to such Canadian Business Employee immediately prior to the Closing. Purchaser shall (x) provide the Seller with a copy of the offer of employment to be made pursuant to this Section 9.1 at least ten (10) Business Days prior to the making of such offer for the Seller’s reasonable review and comment prior to the time that such offer is made and (y) promptly notify the Seller upon making such offer. Each Business Employee who is employed by any Acquired Company as of the Employment Commencement Date and, if the offer of employment with Purchaser or one of its Affiliates is accepted, the Canadian Business Employee shall be referred to herein as a “Transferred Employee.”
Transfer of Business Employees. PKI and Buyer shall, and shall cause the PKI Group and the Buyer Group to take such reasonable actions as may be required or desirable to procure that, on and with effect from the Local Transfer Date, (x) subject to Section 8.5(d)(vi), each relevant Business Employee (other than any Inactive Business Employee (as defined in Section 8.5(d)(vii)) who is employed in a country in which PKI or its Affiliates maintains an employing entity (an “Eligible Inactive Business Employee”)) employed by an Asset Seller: (A) is employed by a member of the Buyer Group or an Acquired Company; and (B) has ceased to be employed by any member of the PKI Group (but no member of the PKI Group or the Buyer Group shall be obliged to offer to any Business Employee any payment or other benefit in order to obtain the result described in (A) or (B), except as may be required under applicable Law, pursuant to any Business Benefit Plan, pursuant to a Collective Agreement or pursuant to Section 8.5(e) with respect to consultations and Sections 8.5(c) and 8.5(d) with respect to offers) and (y) each Seller Retained Employee is (1) employed by a member of the PKI Group (other than an Acquired Company); and (2) has ceased to be employed by any Acquired Company;
Transfer of Business Employees. Promptly following the date of this Agreement, and in any event no later than ten (10) Business Days thereafter, Purchaser will, or will cause one or more of its Affiliates or designees to, offer employment to all of the Business Employees set forth in Section 1.1(h) of the Seller Disclosure Schedule, in each case containing terms and conditions that are in compliance with Section 9.3 below, and except as is provided in Section 9.2 below, with such employment to commence immediately upon the Closing. Seller and its Affiliates shall cooperate with and use their reasonable best efforts to assist Purchaser and its Affiliates in their efforts to secure the transition of the relevant Business Employees to Purchaser. All Business Employees who are (A) made an offer of employment by Purchaser or an Affiliate of Purchaser (collectively, the “Offered Business Employees”), (B) who accept Purchaser’s or an Affiliate of Purchaser’s offer of employment, and (C) commence employment with Purchaser or an Affiliate of Purchaser as of or following the Closing Date in accordance with Section 9.2 below, shall be referred to herein as the “Transferred Employees.” Seller and its Affiliates shall retain and be solely responsible for all Liabilities arising from or relating to Seller’s or any of its Affiliates identification of Business Employees (or the omission of any person from that list).
Transfer of Business Employees. Together with the transfer of the Business Assets to Newco, VCP shall transfer to Newco the employees primarily engaged in the Business and listed in Schedule 1.5 (collectively, the “Business Employees”) and any other employees hired by VCP after the date hereof in the ordinary course of business which are employed primarily in connection with the Business. VCP shall not cause the termination or interruption of the labor contracts related to the Business Employees prior to Closing except in the ordinary course of business. In case the transfer of such employees should cause Newco to make any payment to such employees which are not due and payable as of the date of the transfer and thereafter, VCP shall indemnify Newco for any such payments in accordance with the terms of Section 9.
Transfer of Business Employees. (a) No later than thirty (30) days prior to the Closing Date, Parent shall provide Purchaser with an update version of the list of Business Employees delivered on the date hereof to reflect new hires, terminations or other personnel changes occurring between the date that is two (2) Business Days prior to the date hereof and the date that such list is delivered, and for each individual indicating the transfer mechanism (e.g., transfer automatically with a Transferred Entity, ARD, offer, LTD).
Transfer of Business Employees. The parties agree that all Business Employees will be transferred to the Buyer as of the Closing Date, unless any of the Business Employees formally objects to the transfer of his or her employment (in which case, the employment of such Business Employee shall not be transferred to the Buyer); for the avoidance of doubt, the parties acknowledge and agree that the Transaction shall be deemed a business transfer from the labor and employment perspective under Korean Law. Notwithstanding the foregoing, in lieu of being transferred to the Buyer as of the Closing Date, the Business Employees based outside of Korea may continue to be employed by the Subsidiary Transferors for a certain period after the Closing Date pursuant to the Transition Services Agreement until the Buyer has established an entity or alternative arrangement in those locations. The Buyer shall assume, and the Seller shall cause each of the Subsidiary Transferors to transfer, such Business Employees (each, a “Transferred Employee”), the list of which shall be provided by the Seller to the Buyer at least five (5) Business Days prior the Closing Date. The Buyer agrees to employ the Transferred Employees on the same terms and conditions as those under which the Transferred Employees are employed by the Subsidiary Transferors as of the Closing Date. The Seller agrees that prior to the Closing, the Seller shall, or shall cause its Subsidiary Transferors to, use commercially reasonable efforts to obtain written confirmations, substantially in the form to be shared with the Buyer in advance, from the Transferred Employees on the transfer of their employment to the Buyer (the “Transferred Employee Confirmations”); provided that the Seller shall not be obligated to make any payment to the Transferred Employees in order to obtain their confirmations. The Seller shall, on or prior to the Closing Date, pay each Transferred Employee an M&A bonus. Promptly following the Closing, the Buyer shall enter into a collective bargaining agreement with the new Union of the Transferred Employees at the Buyer that is in the form of the new collective bargaining agreement entered into between MSK and MagnaChip Semiconductor Labor Union prior to the Closing.
Transfer of Business Employees. (a) Prior to the Closing Date, Parent shall take all actions necessary to cause the employment of all Business Employees (other than any Leased Employees) employed by Parent or an Affiliate (other than a Transferred Entity) to transfer to a Transferred Entity, in compliance with applicable Law, such that, as of the Closing, all Business Employees (other than any Leased Employees) shall be Transferred Entity Employees. As of the Closing Date, Purchaser shall cause each of the Transferred Entities to continue to employ on the Closing Date its respective Transferred Entity Employees.
Transfer of Business Employees. (a) Schedule 1.9 contains a list (divided into Singapore, France and Germany) of the individuals employed by the Seller or its Subsidiaries immediately prior to the Closing Date whose duties relate primarily to the operations of the Business, regardless of the company payroll on which such individuals are listed, and whose employment contracts are governed by Singapore, French or German law, respectively, hereinafter referred to as the “Singapore Business Employees,” “French Business Employees” and “German Business Employees,” respectively, and, together, the “Business Employees”). Each of the Business Employees is intended to be transferred to the Buyer in accordance with the process and procedures set forth on Schedule 1.9. Schedule 1.9 also contains a list of four employees whose employment contracts are governed by German law and who could claim that their respective duties relate primarily to the operations of the Business and that they are assigned to the Business, but with respect to whom the Buyer has indicated that it does not wish to retain (the “Excluded GBEs”). To the extent that any Business Employee or Excluded GBE is actually transferred to the Buyer as of the Closing Date, such Business Employee or Excluded GBE shall be referred to as a “Transferred Employee.” To the extent that any Business Employee or Excluded GBE effectively objects to being transferred to the Buyer as of the Closing Date in accordance with applicable law and is not in fact transferred to the Buyer as of the Closing Date, such Business Employee or Excluded GBE shall be referred to as an “Excluded Employee.”
Transfer of Business Employees. (i) On or prior to the Closing, the Seller shall, and shall cause other members of the Seller Group to, take such steps as are required to transfer the employment of each employee of the Seller and its Affiliates who (A) is not a Business Employee or (B) is an Inactive Employee (as defined in paragraph (iii) below) from a Transferred Entity to a member of the Seller Group, as applicable.
