Certain Employee Benefit Matters. From and after the Effective Time, employees of Target at the Effective Time will be provided with employee benefits by the Surviving Corporation or Acquiror which in the aggregate are no less favorable to such employees than those provided from time to time by Acquiror to its similarly situated employees. If any employee of Target becomes a participant in any employee benefit plan, program, policy or arrangement of Acquiror, such employee shall be given credit for all service prior to the Effective Time with Target to the extent permissible under such plan, program, policy or arrangement.
Certain Employee Benefit Matters. 44 6.13. Accountants' Letters.............................................. 45 6.14.
Certain Employee Benefit Matters. (a) To the extent requested by Parent, (i) Launch shall take all necessary action to cause any 401(k) plan sponsored or maintained by Launch to be terminated at least one day prior to the date that Parent and Launch become members of a controlled group of corporations as described in Code section 414(b) or become under common control as described in Code section 414(c) and (ii) Launch shall provide Yahoo! with a copy of resolutions duly adopted by Launch's Board of Directors amending any 401(k) plan sponsored or maintained by Launch so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day prior to the Closing Date.
Certain Employee Benefit Matters. Parent shall take all reasonable actions necessary to allow eligible employees of the Company that will be employees of the Surviving Corporation (“Transitioned Employees”), to participate on substantially similar terms in benefit programs which are substantially comparable to those maintained for the benefit of, or offered to, similarly situated employees of Parent, as soon as practicable after the Effective Time, to the extent permitted by the terms of such Parent benefit plan or any insurance contract or agreement applicable thereto. Until such time as the Transitioned Employees are covered by a Parent Employee Benefit Plan, Parent shall cause the Surviving Corporation to continue to maintain the Company’s comparable benefit or insurance plan or program currently in effect. Parent shall cause the salary of each of the Transitioned Employees at the Effective Time to be no less than his or her salary immediately prior to the Effective Time; provided that Parent is entitled at its sole discretion to evaluate each Transitioned Employee’s performance after a standard review period and adjust his or her salary in accordance with Parent’s compensation review process. Parent will recognize employment services of each Transitioned Employee with the Company for purposes of eligibility and vesting (but not benefit accrual) under any Parent Employee Benefit Plan. Each Transitioned Employee’s years of service with the Company shall be otherwise recognized for all general employment purposes, including seniority, vacation, personal time and similar general employment purposes; provided, that any vacation time offered by Parent in the calendar year of the Effective Time to any Transitioned Employee shall be offset by any vacation time used by or paid to a Transitioned Employee by the Company in the calendar year of the Effective Time. In addition, Parent will (i) waive all limitations as to preexisting conditions, exclusions, waiting periods and service requirements with respect to participation and coverage requirements applicable to Transitioned Employees under any group health plan sponsored by Parent, except to the extent such preexisting conditions, exclusion, waiting period or service requirement had not been satisfied by any such Transitioned Employee as of the Effective Time under a group health plan sponsored by the Company; and (ii) provide each Transitioned Employee with credit for any deductible, co-payment and out-of-pocket limits applicable to such emplo...
Certain Employee Benefit Matters. 35 Section 6.8
Certain Employee Benefit Matters. From and after the Effective Time, employees of Target at the Effective Time will be provided with employee benefits by the Surviving Corporation or Acquiror which in the aggregate are no less favorable to such employees than those provided from time to time by Acquiror to similarly situated employees. If any employee of Target becomes a participant in any employee benefit plan, program, policy or arrangement of Acquiror, such employee shall be given credit for all service prior to the Effective Time with Target to the extent permissible under such plan, program, policy or arrangement. All Target Options assumed by Acquiror at the Effective Time pursuant to the terms of Section 6.5(a) shall remain outstanding following the Effective on the same terms and conditions as prior to the Effective Time, subject to the adjustments contemplated by such Section 6.5. Employees of Target as of the Effective Time shall be permitted to participate in the ESPP commencing on the first enrollment date following the Effective Time, subject to compliance with the eligibility and other provisions of such plan.
Certain Employee Benefit Matters. (a) For the one year period ending on the first anniversary of the Effective Date (the "Continuation Period"), the Surviving Corporation shall, or shall cause its Subsidiaries to, (i) pay to each of their respective employees, during any portion of the Continuation Period that such employee is employed by the Surviving Corporation or any such Subsidiary, an annual salary or hourly wage rate, as applicable, that is no less than the annual salary or hourly wage rate payable to such employee immediately prior to the Effective Time and (ii) provide such employees (as a group) in the aggregate with employee benefits, during any portion of the Continuation Period that such employees are employed by the Surviving Corporation or any such Subsidiary, that are substantially similar in the aggregate to either (i) the employee benefits provided to such employees pursuant to the Company Plans (other than equity based benefits) immediately prior to the Effective Time or (ii) the employee benefits provided to similarly-situated employees of Nortel Networks and its Subsidiaries. Notwithstanding any other provision herein, none of the Surviving Corporation, any of its Subsidiaries or Nortel Networks will have any obligation to continue the employment of any such employee for any period following the Effective Time.
Certain Employee Benefit Matters. 27 6.3 Expenses.................................................................................. 27 6.4
Certain Employee Benefit Matters. Each employee of the Company at -------------------------------- the Effective Time will be provided with employee benefits (other than benefits under stock options plans) by the Surviving Corporation or Acquiror which in the aggregate are no less favorable to such employee than those provided from time to time by Acquiror to similarly situated employees.
Certain Employee Benefit Matters. USA, Ticket and/or TMOL, as -------------------------------- applicable, covenant that each TMOL Employee currently participating in a TMOL Pension Plan shall continue to accrue benefits under the TMOL Pension Plans through the Closing Date so long as such Employee continues to be a TMOL Employee. Prior to the Closing Date, USA, Ticket and/or TMOL, as applicable, shall take such action as may be necessary so that, effective as of the Closing Date, (a) TMOL shall cease to be a participating employer in TMOL Pension Plans, (b) each TMOL Employee's account balance under the TMOL Pension Plans shall be fully vested and nonforfeitable and (c) no additional benefits shall accrue for any TMOL Employee under TMOL Pension Plans after the Closing Date. City shall assume no liability or obligations in connection with TMOL Pension Plans. After the Closing Date, USA and/or Ticket shall provide continuation coverage under COBRA or any similar state statute providing for continuation coverage to TMOL employees and their eligible dependents until the earlier of (a) the day TMOL employees are covered by City employee benefit plans that provide employee benefits that are no less favorable than employee benefits provide to City employees generally, or (b) 120 days following the Closing Date. City shall use reasonable efforts to timely provide employee benefits to TMOL Employees that are no less favorable than employee benefits provided to City employees generally. USA and/or Ticket agree to cooperate in all respects with City with regard to the plan-to-plan transfer of the assets of TMOL Pension Plans attributable to TMOL Employees.
