Common use of Certain Employee Matters Clause in Contracts

Certain Employee Matters. The Company and its Subsidiaries shall not (without the prior written consent of Parent): (i) grant any increases in the compensation of any of its directors, officers or key employees; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated to be paid prior to the Effective Time by any of the existing Benefit Plans or Employee Arrangements as in effect on the date hereof to any such director, officer or key employee, whether past or present; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any such director, officer or key employee; or (iv) except as may be required to comply with applicable law, become obligated under any new Benefit Plan or Employee Arrangement, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Ero Inc), Agreement and Plan of Merger (Madison Dearborn Partners Inc), Agreement and Plan of Merger (Ero Marketing Inc)

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Certain Employee Matters. The Company and shall not, nor shall it permit any if its Subsidiaries shall not (without the prior written consent of Parent): to (i) grant any increases increase in the base compensation (excluding bonuses) of any of its directors, officers or key employees; employees who have base compensation of $100,000 a year or more, (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated to be paid prior to the Effective Time by any of the existing Company Benefit Plans or Employee Arrangements Company Pension Plans as in effect on the date hereof to any such director, officer or key employee, whether past or present; , (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any such director, officer or key employee; , or (iv) except as may be required to comply with applicable law, become obligated under any new Company Employee Benefit Plan or Employee ArrangementCompany Pension Plan, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Compdent Corp), Agreement and Plan of Merger (Compdent Corp)

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Certain Employee Matters. The Company and its Subsidiaries shall not (without the prior written consent of Parent): (i) grant any increases in the compensation of any of its directors, officers or key employees; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated to be paid prior to the Effective Time by any of the existing Benefit Plans or Employee Arrangements as in effect on the date hereof to any such director, officer or key employee, whether past or present; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any such director, officer or key employee; or (iv) except as may be required to comply with applicable law, become obligated under any new Benefit Plan or Employee Arrangement, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder.. (l)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tmil Corp)

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