U.S. Business Employees Sample Clauses

U.S. Business Employees. The provisions of this Section 10.1(e) apply only to United States-based Business Employees and Acquired Company Employees.
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U.S. Business Employees. At or prior to 12:01 a.m. on the Distribution Date, Parent shall use its reasonable best efforts to transfer to Splitco or one of its subsidiaries all U.S. Business Employees (A) who are actively at work on such date and have not requested and are not awaiting approval for leave as an Employee on Disability Leave or (B) who are not actively at work on such date due to an absence in accordance with applicable policies of Parent and its affiliates (including those absent due to vacation, holiday or approved leave of absence, including, without limitation, military leave and leave under the Family and Medical Leave Act), other than Employees on Disability Leave.
Sample 1
U.S. Business Employees. With regard to the Business Employees who are employed in the United States of America (the “US Business Employees”), all US Business Employees employed by Sellers will be offered to continue employment by the Purchaser, on terms and conditions substantially similar in the aggregate to those provided by the Companies immediately poor to the Closing Date, except as provided below. Sellers will continue to employ all absent non-Mozaic US Business Employees including without limitation those employees who are inactive or on leave of absence, military absence, STD, LTD, and worker’s compensation listed on Schedule 4.09, subject to Section 9.04. Such employment will include base compensation provided to each US Business Employee that is at least equal to the base compensation provided to such US Business Employee immediately prior to the Closing Date. The US Business Employees, as a group, who continue employment with Purchaser as of the Closing Date or pursuant to Section 9.04 are “Transferred US Employees.” Business Employees of SGS, who continue employment with Purchaser as of the Closing Date or pursuant to Section 9.04 are “Transferred SGS Employees,” and Business Employees of Mozaic, who continue employment with Purchaser as of the Closing Date are “Transferred Mozaic Employees.” Effective as of the Closing Date and for a period of one (1) year thereafter, Purchaser will cause the Transferred US Employees to be provided with employee benefit arrangements, including retiree medical benefits (but excluding defined benefit pension plans and stock option, restricted stock or other equity based plans), that will be substantially similar in the aggregate to those provided by Sellers or the Companies to such Transferred US Employees, as a group, immediately prior to the Closing Date. Nothing in the preceding sentence shall be construed to limit the ability of Purchaser to terminate the employment of any Transferred US Employee, nor to impose any greater restriction on the ability of Purchaser to amend, modify or terminate any employee benefit plan than the restrictions to which Sellers and the Companies are subject on the date of this Agreement. Purchaser shall indemnify and hold harmless Sellers against any and all loss, liability or expense arising out of any claims related to employment termination or severance obligations in respect of any Transferred US Employees and such US Business Employees who do not continue employment with Purchaser after the Closing ...
Sample 1
U.S. Business Employees. The Buyer shall, or shall cause one of its Affiliates to, offer employment, effective as of the Closing, to each U.S. Business Employee on terms and conditions of employment no less favorable, when taken in the aggregate, than those that apply to such Business Employee immediately before the Closing. Such offers shall also comply with any applicable Law.
Sample 1
U.S. Business Employees. No later than seven days prior to the Closing Date, Acquiror will, or will cause another member of the Acquiror Group to, make offers of employment, effective as of the Closing Date, to all U.S. Business Employees set forth in Section 2.11(a) of the Seller Disclosure Letter (including any such U.S. Business Employees who immediately prior to the Closing Date are on maternity or paternity leave, educational leave, short-term disability, vacation, military leave with veterans’ reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or any other approved leave of absence). Acquiror will not be required to make offers of employment to any U.S. Business Employees who are on long-term disability as of the Closing Date (“LTD Employees”) unless such employee can actively return to work within one year after the Closing Date, and such employment will not be effective (and such individuals will not be considered U.S. Continuing Employees) until such date. Notwithstanding anything to the contrary herein, the effective date of any offer of employment to any U.S. Business Employee who holds individual security clearance in order to service Secured Contracts (collectively, “Delayed Transfer Employees”) will be no earlier than the date on which Acquiror obtains the security clearance necessary to service the Secured Contracts and no later than the third Business Day following the first day on which all of the Secured Contracts for which such Delayed Transfer Employee provides services have been novated or otherwise transferred to the Acquiror Group or, in the event any such Secured Contracts have not been novated or otherwise transferred to the Acquiror Group, the Parties have obtained Consent from the applicable government customer or contracting officer to allow such Delayed Transfer Employee, in his or her capacity as an employee of Acquiror or another member of the Acquiror Group, to perform services under such Secured Contracts as a subcontractor to Seller or the applicable member of the Seller Group. The date on which a Delayed Transfer Employee commences employment with Acquiror or another member of the Acquiror Group is referred to as the “Delayed Transfer Date,” and no Delayed Transfer Employee will be considered a U.S. Continuing Employee until the Delayed Transfer Date. Any U.S. Business Employee who accepts in writing Acquiror’s (or another member of the Acquiror Group’s) offer of employment prior to the Closing Date (or prior...
Sample 1
U.S. Business Employees. 16.1 The relevant Business Purchaser shall: (a) make offers of employment to each relevant US Business Employee as of the Closing Date, including any such individuals on vacation or an approved leave of absence (including maternity and paternity leave, vacation, sick leave, short-term or long-term disability leave of absence in accordance with the Family and Medical Leave Act of 1983 or any similar state or local law, or any military leave with respect to which reemployment rights are protected pursuant to applicable law) on the Closing Date (with those US Business Employees who accept its offer of employment referred to herein as the Transferred Employees), provided, however, that an individual on an approved leave of absence on the Closing Date shall become a Transferred Employee upon his or her return to active employment, on terms and conditions (which shall include treating any period of service, and including any period of service with a predecessor entity, but only to the extent such predecessor service was credited as service for purposes of the relevant Current US Benefit Plans, for purposes of eligibility and vesting, but not for benefit accrual with respect to any defined benefit plan with any member of the Seller Group as if it were service with the Business Purchaser) which, until the first (1-year) anniversary of the Closing Date are no less favourable, in aggregate, than those on which comparable employees of the members of the Purchaser Group are employed, provided that no relevant Business Purchaser shall be obliged to provide, (and the failure to provide shall not result in terms and conditions of employment no less favourable, in the aggregate, than those provided to comparable employees of the Purchaser Group), any equity or stock based compensation plans or defined benefit plan that is terminated or in which benefit accruals are frozen for all participants on the later of the date falling three (3) months after Closing or March 31, 2008, and that service for eligibility and vesting purposes (but not service for benefit accrual purposes) in relation to retirement related plans shall only apply to the Purchaser Group’s defined contribution plan or defined benefit plan, if such plan is not terminated or its benefit accruals frozen within the time period described above, and to any plan that provides for post-retirement health benefit or life insurance coverage; (b) indemnify the Seller or the relevant member of the Seller Group against th...
Sample 1
U.S. Business Employees. Except as otherwise provided herein and in Section 9.3(h)(ii), U.S. Buyer shall make offers of employment to those Business Employees identified on Schedule 9.3(a) who are located in the U.S. (the “U.S. Business Employees”); provided, however, no such offer of employment shall be made for any U.S. Business Employee (i) with respect to whom the employee information delivered to Buyers pursuant to Schedules 2.13(b) and (e) is insufficient to prepare offer letters, (ii) who is on layoff as of the date hereof or (iii) who at the time the offer is to be made has (or is reasonably believed to have) engaged in employee misconduct or a criminal act that would impact on the individual’s ability to perform the required services; provided, further, no offer of employment shall be made to any U.S. Business Employee on military leave, leave of absence (whether paid or unpaid), disability or similar leave prior to the time that such employee resumes his or her services as an employee engaged primarily in the Business, and in no event shall any such offer of employment be made to the employee if he or she does not resume services as an employee primarily engaged in the Business within ninety (90) days following the Closing Date.
Sample 1
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U.S. Business Employees. 41 U.S. Benefit Plans ........................................................................41 U.S. Savings Plans ........................................................................66 U.S. Savings Total Transfer Amount ........................................................67 U.S. Savings Transfer Date ................................................................67
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U.S. Business Employees 
Sample 1

Related to U.S. Business Employees

  • Business Employees a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) As of the Closing Date, Buyer shall make offers of employment to at least the number of Business Employees of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior to the Closing. The initial term of employment shall be for a period no less than three (3) months, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date. c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Law

  • 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.

  • 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.

  • Seller's Employees Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

  • 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

  • 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.

  • CONTRACT EMPLOYEES Contained in Annexure D.

  • 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.

  • 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.

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

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