Employee and Related Matters. (a) Following the Effective Time, MB shall maintain or cause to be maintained employee benefit plans for the benefit of employees (as a group) who are employees of TCG and its Subsidiaries on the Closing Date ("Covered Employees") that provide employee benefits which, in the aggregate, are substantially comparable (and equivalent) to the employee benefits that are made available on a uniform and non-discriminatory basis to similarly situated employees of MB or its Subsidiaries (other than TCG and its Subsidiaries), as applicable; provided that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of MB or its Subsidiaries; and (ii) until such time as MB shall cause Covered Employees to participate in the benefit plans that are made available to similarly situated employees of MB or its Subsidiaries (other than TCG and its Subsidiaries), a Covered Employee's continued participation in employee benefit plans of TCG or its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the MB Benefit Plans may commence at different times with respect to each MB Benefit Plan). To the extent that a Covered Employee becomes eligible to participate in a MB Benefit Plan, MB shall cause such MB Benefit Plan to recognize years of prior service from the date of the most recent hire of such Covered Employee with TCG or its Subsidiaries for purposes of eligibility, participation, vesting and, except under any plan that determines benefits on an actuarial basis, for benefit accrual, but only to the extent that such service was recognized immediately prior to the Closing Date under a comparable TCG Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided, that such recognition of service shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of service.
Employee and Related Matters. (a) The Company shall take any and all actions that are necessary prior to the Closing to terminate its status as a participating employer/sponsor of the AXYS qualified retirement plan (the "AXYS 401(k) Plan") so that the employees of the Acquired Corporations will no longer be eligible to participate in the AXYS 401(k) Plan as of a date that is prior to the Closing Date. Those employees of the Acquired Corporations that continue to be employees of Parent or any of its affiliates, including the Company, following the Closing would, subject to any necessary transition period and the terms of such plans, be eligible to participate in Parent's health, vacation, employee stock purchase, stock option, 401(k) and other plans, to the same extent as comparably situated employees of Parent and would receive credit under Parent's benefit plans for service as an employee of the Acquired Corporations. Parent shall exercise commercially reasonable efforts to minimize the duration of any necessary transition period and to amend or replace Parent's existing plans as Parent, in its reasonable discretion believes necessary to comply with this Section 5.13(a).
Employee and Related Matters. Purchaser hereby covenants with Seller as follows:
Employee and Related Matters. (a) Parent and the Company shall use reasonable efforts to recruit each key employee of the Company to accept at-will employment with Parent. Those employees of the Company that continue to be employees of Parent or any of its affiliates, including the Company, following the Closing shall upon the closing be eligible to participate in Parent's health, vacation, employee stock purchase, 401(k) and other plans, to the same extent as comparably situated employees of Parent and shall receive credit under Parent's benefit plans for time served as an employee of the Company.
Employee and Related Matters. (a) Prior to the Closing Date, Buyer shall (or shall cause one its Affiliates) to offer employment commencing as of the date specified in the Buyer Employment Documents to each Business Employee (the offering entity, the “Employer”). Such offers of employment by Buyer or one of its Affiliates shall be (i) for at will employment, (ii) contingent on the occurrence of the Closing, and (iii) contingent on the employee’s satisfaction of the Employer’s hiring procedures and policies; provided that, such hiring procedures and policies shall be limited to (1) customary background checks and (2) the employee’s timely execution of the Buyer Employment Documents and delivery thereof to the Employer within the time period specified therein. Parent and Buyer shall reasonably cooperate to provide an orderly administrative transition to the Employer of each Transferred Employee (as defined below) including the provision by Parent to the Buyer of records, documents, and tax information reasonably requested by the Buyer with respect to the Transferred Employees to the extent not prohibited under applicable Law. Parent shall use commercially reasonable efforts to cause each Business Employee to accept the offers of employment from the applicable Employer. The Business Employees who accept continued employment with the Employer and satisfy the Employer’s hiring procedures and policies described above in this Section 6.3(a) shall be referred to herein as “Transferred Employees.” Parent consents to the hiring of the Transferred Employees by the Employer and waives, with respect to the employment of the Transferred Employees by the Employer, any claims or rights Parent has under any confidentiality, exclusivity, nonsolicitation, noncompetition or similar restrictive covenants with any of the Transferred Employees; provided that such waiver shall not otherwise affect any Transferred Employee’s obligations to comply with such restrictive covenants. The employees of Parent who are not offered employment with the Employer, who do not accept employment with the Employer, or who do not satisfy the hiring procedures and policies as described above in this Section 6.3(a) shall be referred to herein as “Non-Transferred Employees.” Neither Buyer nor any of its Affiliates shall have any Liability with respect to (i) any Non-Transferred Employee regardless of when such Liability arises or occurred (whether on, prior to or after the Closing Date); or (ii) any Transferred Employee, to the ex...
Employee and Related Matters. Schedule 4.7 sets forth each material Employee Benefit Plan. Sellers have made available to Buyer true, complete and correct copies or summaries of each Plan so listed.
Employee and Related Matters. (a) Parent shall offer at-will employment with Parent or its affiliates, including the Company, to all of the Company's employees at the Closing at base compensation levels equal to or greater than each such employee's base compensation level as an employee of the Company on the date hereof. Prior to the Closing, Parent shall provide to such Company employees offer letters setting forth the specific terms of their employment. Those employees of the Company that continue to be employees of Parent or any of its affiliates, including the Company, following the Closing would, subject to any necessary transition period and the terms of such plans, be eligible to participate in Parent's health, vacation, employee stock purchase, stock option, 401(k) and other plans, to the same extent as comparably situated employees of Parent and would receive credit under Parent's benefit plans for service as an employee of the Company. For not less than one year following the Closing Date, Parent shall maintain, or shall cause the Company, to maintain, compensation and employee benefit plans and arrangements and perquisites for those persons who remain employees of the Company after the Closing Date that, in the aggregate, are substantially comparable to (or more favorable than) those provided pursuant to the compensation and employee benefit plans and arrangements and perquisites in effect on the date hereof.
Employee and Related Matters. 46 SECTION 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB .................. 46
Employee and Related Matters. (a) Schedule 5.9(a) contains a true and complete list of all material "employee welfare benefit plans", "employee pension benefit plans" and any other bonus, pension, profit-sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, cafeteria, paid time-off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical, welfare benefit or other plan, scheme, program, policy, arrangement or understanding, and each employment, consulting, deferred compensation, severance, termination or indemnification agreement or arrangement but expressly excluding such benefits or payments required by applicable law any governmental plan or program that requires mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to wages of any employee that are maintained or contributed to, or required to be maintained or contributed to, by the Territory, Sub or any of their respective Subsidiaries or any person or entity that is Controlled by, in Control of, or under common Control with, the Territory, Sub or any of their respective Subsidiaries, in each case for the benefit of a Covered Person (collectively, "Benefit Plans"). The Territory and Sub have made available to PwCIL and LuxCo true, correct and complete copies of (1) each such Benefit Plan (or, in the case of any such unwritten Benefit Plan, a description thereof), (2) the two most recent annual reports filed with any governmental agency with respect to each such Benefit Plan (if any such report was required), (3) the most recent summary plan description or similar document for each such Benefit Plan for which such summary plan description is required or was otherwise provided to plan participants or beneficiaries and (4) each trust agreement and insurance annuity contract relating to any such Benefit Plan. Each Benefit Plan has been administered in material compliance with its terms. The Territory, Sub and their respective Subsidiaries and all the Benefit Plans are in compliance in all material respects with all laws applicable or related to any Benefit Plan. No event has occurred, and no condition exists, with respect to any Benefit Plan that could reasonably be expected to result in any material (individually or in the aggregate) liability to the Territory, Sub, any of their respecti...
Employee and Related Matters. 52 (a) Employment........................................................................... 52 (b) Employee Benefit Plans Post-Closing.................................................. 53 (c) Bonus/Incentive Compensation; Accrued Vacation; Nonqualified Pension Plans.............................................................................. 54 (d) COBRA................................................................................ 54 (e) Workers Compensation................................................................. 54 (f) Pension/Savings Plans................................................................ 55 (g) Post-Retirement Health Obligations................................................... 55 SECTION 10. Further Assurances.......................................................................... 55
