Common use of Certain Employees Clause in Contracts

Certain Employees. As of immediately before Closing, (a) each individual set forth in Company Disclosure Schedule 7.2.6 who is offered employment with Parent or continued employment with Company with Parent’s approval will have received (and executed, as applicable) an offer and employee agreement in the form provided by Parent and an employee proprietary information and nondisclosure agreement in the form provided by Parent, and (b) each individual set forth on Schedule 6.8(a) will have executed an offer and employment agreement as provided in Section 6.8(a), and each individual in (a) and (b) above will not have taken any action or expressed any intent to terminate or modify such acceptance, and will have in place all certifications, clearances, and authorizations required to perform the duties of the specified position.

Certain Employees. As of immediately before Closing, (a) each individual set forth in Company Disclosure Schedule 7.2.6 who is offered employment with Parent or continued employment with Company with Parent’s approval will have received (and executed, as applicable) an offer and employee agreement in the form provided by Parent and an employee proprietary information and nondisclosure agreement in the form provided by Parent, and (b) each individual set forth on Schedule 6.8(a) 6.8 will have executed an offer and employment agreement as provided in Section 6.8(a), and each individual in (a) and (b) above will not have taken any action or expressed any intent to terminate or modify such acceptance, and will have in place all certifications, clearances, and authorizations required to perform the duties of the specified position.

Certain Employees. As of immediately before prior to Closing, (ai) each individual set forth listed as a “Tier 1 Employee” in Company Disclosure Schedule 7.2.6 who is offered has received an offer letter or employment agreement from Parent offering employment with Parent or continued employment with Company with Parent’s approval will have received (approval, that provides for compensation and executed, as applicable) an offer and employee agreement in the form provided benefits no less favorable than those possessed by Parent and an employee proprietary information and nondisclosure agreement in the form provided by Parent, and (b) each individual set forth on Schedule 6.8(a) such Tier 1 Employee immediately prior to Closing will have executed an such offer and letter or employment agreement as provided in Section 6.8(a), and each individual in (a) and (bii) above at least 50% of the individuals listed as a “Tier 2 Employee” in Schedule 7.2.6 will be employed by Company and will not have taken any action or expressed any intent to terminate or modify such acceptanceemployment, and will have in place all certifications, clearances, and authorizations required to perform the duties of the specified positionhis or her duties.