Business Employees. Buyer shall (or will cause one of its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Business Employee who is currently employed by a Purchased Subsidiary and (ii) on or prior to the Closing Date, make an offer of employment to each other current Business Employee, in both cases on the terms set forth in this Section 9.01. For the avoidance of doubt, current Business Employees include any Business Employee who is, immediately prior to the Closing, absent from work on account of paid time-off, vacation, sick or personal leave (but not short-term disability or long-term disability), worker’s compensation or leave of absence (other than a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit for purposes of an Employee Plan) and any Business Employee for whom an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or law (such as, without limitation, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act and any Applicable Law that requires employers to permit the return of their employees following a leave of absence (e.g., maternity leave)). Any U.S. Business Employee who is, immediately prior to the Closing, absent from work on account of short-term disability shall receive an offer of employment from Buyer (or one of its Subsidiaries) on the terms set forth in this Section 9.01 when he or she is able and willing to return to active employment; provided that such individual so returns within six months following the Closing Date (in this regard, Buyer or such Subsidiary shall make any reasonable accommodation required under Applicable Law to accommodate the disability that resulted in such individual being on such short-term disability). Unless a written acceptance of an offer of employment is required by Applicable Law, a Business Employee who continues employment or who has received an offer shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Business Employees described in clause (i) who continue such employment and Business Employees described in clause (ii) (including in each case any Business Employees returning from short-term disability) who accept such offer of employment shall collectively be the “Transferred Employees”. Transferred Employees who are based primarily in the United States shall co...
Business Employees. Attached on Schedule 5.17 is a list of all employees of Seller (collectively, the “Business Employees”), their current salaries or compensation, a listing of commission arrangements, a list of commitments for future salary or compensation increases, and the last salary raise with dates and amounts. Schedule 5.17 lists all individuals with whom Seller has employment, consulting, representative, labor, non-compete or any other restrictive agreements. Except as set forth on Schedule 5.17, Seller has not entered into any severance or similar arrangement with respect of any Business Employee (or any former employee or consultant) that will result in any obligation (absolute or contingent) of Buyer or Seller to make any payment to any Business Employee (or any former employee or consultant) following termination of employment.
Business Employees a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date.
Business Employees. 19 3.9 Contracts........................................................................................20 3.10
Business Employees. Within a reasonable period of time, but no less than thirty (30) days prior to the expected Closing Date or Deferred Closing Date, as applicable, Purchaser or its Affiliates, as applicable, shall offer employment on behalf of a Miraclon Entity to each Business Employee (other than any Automatic Transfer Employee or any Acquired Employee). Such offers of employment shall include for the Business Employees: (i) a base wage or base salary level and annual target cash bonus (including variables and other incentives) or sales and commission opportunities, as applicable, that are no less favorable than those in effect for each such Business Employee immediately prior to Closing or the Deferred Closing, to the extent applicable; and (ii) employee benefits that are substantially similar, in the aggregate, including severance benefits but only to the extent that the relevant Business Employee has not received or become entitled to receive a severance payment from Seller (or its Affiliates) upon or prior to Closing or otherwise upon termination from service from Seller (or its Affiliates) unless otherwise required by applicable Law, to those provided to such Business Employee immediately prior to Closing or the Deferred Closing, excluding any equity incentive plans or similar plans or arrangements or any defined benefit pension plans unless required by applicable Law or discretionary bonus plans (collectively, the “Employment Terms”). The Parties shall exercise commercially reasonable efforts to structure such offers of employment to comply with applicable Law and to ensure that such offers of employment do not trigger any severance, termination or similar payments, rights and/or benefits. Seller shall be permitted to review the offer letters with respect to the Employment Terms. Business Employees who receive offers of employment pursuant to this section shall have at least fifteen (15) Business Days following the receipt of Purchaser’s (or its Affiliate’s) offer to accept or reject the offer. Each Business Employee who has accepted Purchaser’s (or its Affiliate’s) offer of employment, as of the Closing or the Deferred Closing, to the extent applicable, shall be transferred to Purchaser (or one of its Affiliates) and Purchaser (or one of its Affiliates) shall accept such transfer automatically and effective at Closing or the Deferred Closing (each of the foregoing, together with any Automatic Transfer Employee whose employment transfers to Purchaser or its Affiliat...
Business Employees. 17 Buyer..........................................................................6
Business Employees. 19 BUYER.............................................................................1
Business Employees. 23 3.11 Contracts...............................................................................24 3.12 Revenues; Financial Information; Absence of Certain Changes.............................25 3.13
Business Employees. (a) Schedule 5.1 identifies certain employees of Seller employed in connection with the Business (the "Business Employees") by (i) name, (ii) location, (iii) title or function, (iv) date of hire, (v) social security number, (vi) accrued but unused vacation and the amount owed to each employee in respect thereof and (vii) accrued but unused sick leave and the amount owed to each employee in respect thereof. Seller shall terminate each Business Employee immediately prior to the Closing and Buyer shall extend offers of employment to each Business Employee, such employment to be effective immediately upon such termination by Seller, provided that Buyer reserves the right not to make an employment offer to any Business Employee upon notice to Seller not less than 10 days before the Closing. Buyer shall have no obligation to make employment offers to any employee of Seller who is not a Business Employee. Buyer shall not assume any liability, cost or expense of Seller with respect to any of Seller's employees, including the Business Employees and with respect to their termination by Seller. In furtherance and not in limitation of the foregoing, Buyer may decide in its sole and absolute discretion not to employ certain or all Business Employees following the Closing, or to employ them with such benefits (including vacation, insurance and severance benefits) as Buyer may adopt from time to time in its sole and absolute discretion. No such act of Buyer shall be construed as an assumption by Buyer of any obligation of Seller in connection with any employee, whether incurred before or after the Closing Date. Any Business Employee who receives and accepts an offer of employment from Buyer is hereinafter referred to as a "Transferred Employee."
Business Employees. (a) As of the Closing Date, notwithstanding the terms of the Confidentiality Agreement, Buyer intends to make offers of employment to the Business Employees listed on Schedule 5.4(a) (including those absent due to vacation, holiday, illness, leave of absence or short-term disability, but excluding any Business Employee on long-term disability). Seller and any applicable Subsidiary shall cooperate and assist in facilitating Buyer’s or a Buyer Designee’s offers and will not take any action, or cause any of the Subsidiaries to take any action, which would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer Designee’s effort to hire any Business Employees. Promptly after the date hereof, Seller will provide to Buyer all information not provided in Schedule 5.4(a) required to be disclosed by applicable Law of the jurisdiction in which the Business Employee is located in connection with the sale of the Purchased Business. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the Business Employees to Buyer or a Buyer Designee, including with respect to notice, consultation and other procedural requirements. Business Employees who accept Buyer’s offer of employment, as of the effective date of their employment with Buyer, shall be referred to as “Transferred Employees.” Employment with Buyer or a Buyer Designee of Transferred Employees shall be effective as of the day following the close of business on the Closing Date, except that the employment of individuals receiving short-term disability benefits or on approved leave of absence on the Closing Date will become effective as of the date they present themselves for work with Buyer or a Buyer Designee or such other date as is prescribed by applicable Law.