Wireline Employees Sample Clauses

Wireline Employees. On such date as the Parties may mutually agree upon, but in no event later than the last business day prior to the Distribution Date, NTELOS and Wireline shall mutually agree upon a list (Schedule A to this Agreement, which may be amended to add or remove employees in writing by mutual agreement of the Parties at any time prior to the Distribution Date) of employees, if any, of any member of the NTELOS Group who shall be offered employment by a member of the Wireline Group and a member of the Wireline Group shall make an offer of employment to each employee on such list, effective prior to the Distribution Date. Each Employee who is offered employment by a member of the Wireline Group pursuant to this Section 2.1(a) and who expressly accepts such offer and commences employment is referred to herein as a Wireline Employee. The employment of each such employee with the relevant member of the NTELOS Group shall be terminated, and such employee shall become an employee of a member of the Wireline Group, effective no later than the Distribution Date. For a period of one (1) year following the Distribution Date, Wireline shall maintain or cause to be maintained for the benefit of each Wireline Employee base salary or hourly compensation, as applicable, annual cash incentive opportunities, long-term incentive opportunities and benefits that are substantially comparable in the aggregate to that provided to such Wireline Employees immediately prior to the Distribution Date; provided, however, that nothing herein shall be construed as (i) requiring any member of the Wireline Group to continue the employment of any specific person for any particular period of time after the Distribution Date or to provide any specific level or kind of base salary or hourly compensation, annual cash incentive opportunities, long-term incentive opportunities or benefits after the Distribution Date or to continue any benefits at current costs or cost-sharing levels or (ii) precluding any member of the Wireline Group from making any adverse changes to the compensation or benefits of any specific person in the course of performance evaluations. No member of the Wireline Group shall be responsible for any severance payments or benefits in respect of the termination of employment of any employee by any member of the NTELOS Group pursuant to this Section 2.1(a); provided, however, that the applicable member of the Wireline Group shall be responsible for severance payments or benefits (if any...
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Wireline Employees. Subject to the terms of the Tax Sharing Agreement, the Wireline Committee shall have full discretion to grant options to purchase Wireline Common Stock, award restricted stock or grant other forms of compensation that are derived from the value of the equity of Wireline, provided that the exercise of such discretion does not cause a materially adverse tax or accounting effect on NTELOS or any member of the NTELOS Group.
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Wireline Employees. Each NTELOS Option outstanding under the NTELOS Stock Plans at the Distribution Time which is held by a Wireline Employee (other than a Joint Service Employee) shall be converted as of the Distribution Time into an option to purchase shares of Wireline Common Stock (each such option, a “Wireline Option”) pursuant to the terms of the Wireline Equity Incentive Plan subject to terms and conditions after the Distribution that are substantially similar to (to the extent practicable) the terms and conditions applicable to the corresponding NTELOS Option immediately prior to the Distribution. Subject to Section 14.2(f), the exercise price and number of shares subject to such Wireline Option shall be determined as follows: (i) the number of shares of Wireline Common Stock subject to each such Wireline Option shall be equal to the product of (x) the number of shares of NTELOS Common Stock subject to the corresponding NTELOS Option immediately prior to the Distribution Time and (y) the Wireline Share Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of each such Wireline Option shall be equal to the product of (x) the per-share exercise price of the corresponding NTELOS Option immediately prior to the Distribution Time and (y) the Wireline Price Ratio, rounded up to the nearest whole cent.
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Wireline Employees. Each NTELOS Restricted Stock Award outstanding under the NTELOS Stock Plans at the Distribution Time which is held by a Wireline Employee (other than a Joint Service Employee) shall be converted as of the Distribution Time into an award of restricted stock in Wireline Common Stock (each such award, a “Wireline Restricted Stock Award”) pursuant to the terms of the Wireline Equity Incentive Plan subject to terms and conditions after the Distribution which are substantially similar to (to the extent practicable) the terms and conditions applicable to the corresponding NTELOS Restricted Stock Award immediately prior to the Distribution. Subject to Section 14.3(f), the number of shares subject to such Wireline Restricted Stock Award shall be determined as follows: (i) the number of shares of Wireline Common Stock subject to each such Wireline Restricted Stock Award shall be equal to the product of (x) the number of shares of NTELOS Common Stock subject to the corresponding NTELOS Restricted Stock Award immediately prior to the Distribution Time and (y) the Wireline Share Ratio, with fractional shares rounded down to the nearest whole share.
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Related to Wireline Employees

  • Active Employees At or before the Effective Time, New Ceridian shall, or shall cause its Subsidiaries to, employ or continue to employ each New Ceridian Employee who, at the time such action is taken, is actively employed. Any employment agreement between New Ceridian and such an employee shall (i) supersede any employment agreement between such employee and the Corporation and (ii) release the Media Information Indemnitees from all Liabilities and responsibility with respect to any Employment Related Claims arising prior to the Effective Time or in connection with the transactions contemplated by this Agreement or the Distribution Agreement. Any employment agreement between the Corporation and a New Ceridian Employee shall, as of the Effective Time and subject to any contrary provisions of such agreement, be deemed to be assigned to New Ceridian.

  • Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.

  • Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

  • 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.

  • Non-U.S. Employees If the Executive is a foreign national, located outside the United States, not compensated from a payroll maintained in the United States, or otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, the Committee may apply or interpret the terms and conditions of this Award in a manner that, in the Committee’s judgment, may be necessary or desirable to comply with such legal or regulatory provisions.

  • 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.

  • Former Employees Newco shall have no Liability with respect to (1) Former Employees or (2) as provided in the Transaction Agreement, former employees of JBG or its Affiliates who had a termination event on or prior to the Closing, in each case, regardless of when such Liability arises. Vornado shall retain Liability, if any, with respect to Former

  • Other Employees Except as may be required in the performance of Employee’s duties hereunder, Employee shall not cause or induce, or attempt to cause or induce, any person now or hereafter employed by the Company or any of its affiliates to terminate such employment. This obligation shall remain in effect while Employee is employed by the Company and for a period of one (1) year thereafter.

  • Key Employees The Adviser is not aware that (i) any of its executives, key employees or significant group of employees plans to terminate employment with the Adviser or (ii) any such executive or key employee is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by either the Adviser’s present or proposed business activities, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect.

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

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