Acquired Company Employees definition

Acquired Company Employees has the meaning specified in Section 3.19(a).

Acquired Company Employees mean all employees of the Acquired Companies who (i) at the Effective Time, continue their employment with the Acquired Companies, or (ii) remain or become, at the Effective Time, employees of the Surviving Corporation as required by Applicable Law.

Acquired Company Employees means (i) the employees of the Acquired Companies (including any Affiliated Providers employed by any Acquired Company) as of the date hereof and (ii) any additional employees of the Acquired Companies hired in accordance with Section 5.1(b)(xiv), in each case, who remain employees of the Acquired Companies as of immediately prior to the Closing.

Examples of Acquired Company Employees in a sentence

• Without limiting the foregoing Section 2.3.3, Seller shall cause all outstanding employee stock grants, options or other equity awards in Seller held by any employee of the Acquired Company (including both Terminated Employees and Acquired Company Employees) (collectively, the "Employee Equity Grants") to fully vest prior to Closing, and shall provide evidence of such vesting to Buyer in a form that is reasonably satisfactory to Buyer.

• Seller shall continue to provide support, handle claims, and provide ongoing administrative functions related to such Acquired Company Employees' health, dental and vision benefits through the end of the month in which the Closing occurs.

• Seller acknowledges and agrees that all Acquired Company Employees shall remain on Seller's health, dental and vision Company Plans through the end of the month in which the Closing occurs.

• In connection with the benefits of such Acquired Company Employees, Seller shall continue to provide support, handle claims, and provide ongoing administrative functions related to such Acquired Company Employees' health, dental and vision benefits through the end of the month in which the Closing occurs.

• Seller to provide data and informational support needed to enroll Acquired Company Employees into benefit and pay programs owned by Company.

More Definitions of Acquired Company Employees

Acquired Company Employees means (a) all employees of an Acquired Company as of the Effective Date who are included on the list of Acquired Company Employees set forth on Section 2.14(a) of the Sellers Disclosure Letter (b) any current employee of AEPSC or Appalachian Power Company in the positions set forth on Section 5.19 of the Sellers Disclosure Letter (a “Support Employee”) who shall become an employee of Kentucky Power prior to the Closing Date as contemplated by Section 5.19 and (c) any other employee who is hired by, or transferred to, an Acquired Company prior to the Closing Date; provided, however, that “Acquired Company Employees” shall not include any Xxxxxxxx Employee.

Acquired Company Employees means the employees of the Acquired Companies as of immediately prior to Closing.

Acquired Company Employees shall have the meaning set out in Clause 11.2.2.

Acquired Company Employees is defined in Section 4.8.1. "Acquisition Balance Sheet" is defined in Section 4.5.1. "Advantage Debt" means all obligations of the Acquired Company under that certain promissory note in the aggregate principal amount of $2,581,982.96 payable by the Acquired Company to Advantage Capital Community Development Fund XXXII, L.L.C. An "Affiliate" of a specified Person means any other Person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, "control" of any Person means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting capital stock, by contract, or otherwise. "Agreement" is defined in the Preamble of this Agreement. "Alternative Recovery" is defined in Section 8.6.1. "Annual Financial Statements" is defined in Section 4.5.1. "Assignment and Assumption Agreement" is defined in Section 2.3.2. "Assumed Liabilities" is defined in Section 2.3.2. "Basket" is defined in Section 8.2(b). "Business Day" means any day other than a Saturday, Sunday or a day on which banks in Seattle, Washington or Athens, Ohio are authorized or obligated by law to close. "Buyer" is defined in the Preamble of this Agreement.

Acquired Company Employees has the meaning set forth in Section 3.8(a).

Acquired Company Employees shall have the meaning specified in Section 6.11(c).

Acquired Company Employees shall cease active participation in the employee benefit plans, policies and arrangements of Seller as of the Closing, provided that, certain health and welfare Employee Plans sponsored by Seller, as set forth in Section 6.11(c) of the Disclosure Schedule, will continue to provide coverage to the Acquired Company Employees through the end of the month in which the Closing occurs, in accordance with their terms. Purchaser shall, or shall cause the Acquired Companies to, adopt such employee benefit plans, including medical, health, dental, flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare benefit plans for the benefit of the Acquired Company Employees as Purchaser shall determine from time to time in its sole discretion (the “Purchaser Welfare Plans”). Any restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Purchaser Welfare Plans shall be waived for Acquired Company Employees and Acquired Company Employees shall receive credit under the Purchaser Welfare Plans for co-payments and payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the plan year of the Seller Welfare Plan in accordance with the corresponding Seller Welfare Plans, all consistent with the terms of any applicable contracts providing such benefits. Purchaser shall use its commercially reasonable efforts to achieve the goals of the preceding sentence. Promptly after the Closing Date, Seller shall deliver to Purchaser a list of the Company Employees who had credited service under a Seller Benefit Plan, together with each such Transferred Employee’s service, co-payment amounts and deductible and out-of-pocket limits under such plan.