Company Employee Matters. The Company will retain its employees on terms equivalent to those immediately prior to the Second Effective Time, except as set forth on Exhibit H.
Company Employee Matters. (a) As soon as practicable following the date hereof, Yuma shall meet with employees of the DPAC Companies (i) who have expressed an interest in continuing employment with the Yuma Companies or the DPAC Companies after the Merger Effective Time, and (ii) who Yuma has an interest in continuing the employment, and in each such case, Yuma shall negotiate in good faith with such person to determine terms of his or her continuing employment, including compensation and benefits on terms substantially comparable, in the aggregate, to the terms of employment of such Persons with the DPAC Companies or, if greater, to similarly situated employees of the Yuma Companies. If Yuma continues the employment of any such employee or any such employee accepts an offer to become an employee of the Yuma Companies effective immediately following the Merger Effective Time, (each such employee a “Continuing Employee”), the Company shall reduce the Company Aggregate Severance Amount by an amount commensurate with such employee’s unpaid severance benefits. Yuma and the Company shall agree on the list of all such Continuing Employees two (2) Business Days prior to the Closing. Employment of the employees of any DPAC Company who are not Continuing Employees shall be terminated by the Company as of the Merger Effective Time.
Company Employee Matters. (a) For a period commencing as of the Effective Time and ending on November 30, 2018, Parent shall provide, or shall cause the Surviving Corporation to provide, to each employee of the Company or its subsidiaries who continues to be employed by Parent or the Surviving Corporation or a subsidiary of either of them (each a “Continuing Employee”) either, at Parent’s election, (x) compensation (including, without limitation, base salary or wage rate, bonus or commission opportunity, cash incentive compensation opportunity and if the Continuing Employee received equity compensation from the Company, equity-based compensation opportunity) that is not less favorable in aggregate to the Continuing Employee than the compensation the Continuing Employee was receiving as an employee of the Company immediately before the Effective Time or (y) the same compensation as that provided by Parent and its subsidiaries to their similarly-situated employees (taking account of duties, geographical location and any other relevant factors) during such period.
Company Employee Matters. (a) Schedule 4.13(a)(i) sets forth a complete and correct list of all current employees of each of the Company and Acquired Subsidiaries, showing for each the following: (i) name; (ii) hire date; (iii) current job title; (iv) actual base compensation, bonus, commission and other remuneration paid during 2013; and (v) 2014 base compensation level and target bonus, commission and other remuneration. Schedule 4.13(a)(ii) sets forth a complete and correct list of all consultants and independent contractors of each of the Company and Acquired Subsidiaries, showing for each the following: (1) name; (2) responsibilities; (3) date of engagement; (4) compensation paid during 2013; and (5) the compensation reasonably expected to be due for 2014 pursuant to any agreement between such consultant or independent contractor and any of the Company or Acquired Subsidiaries.
Company Employee Matters. (a) Buyer shall take all actions necessary or appropriate to permit the employees of the Company and the Transferred Subsidiaries (the "Company Employees") to continue to participate from and after the Closing Date in the Transferred Subsidiary Plans and all other employee benefit plans, agreements, arrangements, programs, or policies maintained by the Company or the Transferred Subsidiaries immediately prior to the Closing Date (collectively, the "Current Company Benefit Plans"), including, without limitation, each personnel policy, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or agreement, change of control plan or agreement, retention bonus plan or agreement, deferred compensation agreement or arrangement, and employment agreement. Notwithstanding the foregoing, Buyer may permit or cause any such Current Company Benefit Plan to be terminated or discontinued on or after the Closing Date (except as otherwise specifically prohibited by any Current Company Benefit Plan), provided that Buyer shall take all actions necessary or appropriate to permit the Company Employees participating in such Current Company Benefit Plan to immediately thereafter participate in the comparable Buyer Plan maintained by Buyer or any of its Affiliates for their similarly situated employees, including severance pay plans or policies, and that such Buyer Plans shall, at least until the first anniversary of the Closing Date, provide benefits that are substantially comparable in the aggregate to the benefits provided the Company Employees under such Current Company Benefit Plans. If the Current Company Benefit Plan that is terminated or discontinued by Buyer is a group health plan, then Buyer shall permit each Company Employee participating in such group health plan to be covered under a Buyer Plan that (i) provides medical and dental benefits to each such Company Employee effective immediately upon the cessation of coverage of such individuals under such group health plan, (ii) credits such Company Employee, for the year during which such coverage under such Buyer Plan begins, with any deductibles, copayments, and maximum out-of-pocket amounts already incurred during such year under such group health plan, and (iii) waives any preexisting condition restrictions to the extent necessary to provide immediate coverage. Buyer and the Buyer Plans shall recognize each Company Employee's years of service and level of seniority with the ...
Company Employee Matters. (a) Following the Closing Date, Parent shall cause the Surviving Corporation to extend at will offers of employment to, or otherwise retain as employees, all persons who were employees of the Company immediately prior to the Closing Date, on terms which are substantially similar to (or on terms that are more favorable to such employees than) those existing immediately prior to the Closing Date.
Company Employee Matters. (a) Parent has no obligation to continue to employ or retain the services of any Employee for any period of time following the Effective Time and, Parent will be entitled to modify any compensation or benefits provided to, and any other terms or conditions of employment of, any such Employees in its absolute discretion.
Company Employee Matters. In order to ensure compliance with the Company’s existing employment policies and employment contracts between the Company Employees and the Company or its Subsidiaries, as applicable, [***].
Company Employee Matters. (a) FNH and the Company shall take all steps necessary to cause the employment of the Business Employees to be transferred to the Company or one of its Subsidiaries effective immediately prior to the Closing, without any action required by any such Business Employee. To the extent an offer of employment is required to be made to a Business Employee (each, an “Offered Employee”) under applicable Law or as a result of any Business Employee having an existing employment agreement with FNH or any of its Subsidiaries (other than the Company or its Subsidiaries) pursuant to the immediately preceding sentence for the transfer of employment of such Business Employee to be effective upon the Closing, not less than five (5) days prior to the Closing, the Company shall make an offer of employment to each such Business Employee or cause the Company or its Subsidiaries to assume the employment agreements set forth on Section 6.6(a) of the Company Disclosure Schedule for such transfer of employment to be effective immediately prior to the Closing (each (i) Offered Employee (A) who accepts the Company’s offer of employment and commences employment with the Company or another Subsidiary of the Company immediately prior to the Closing or (B) whose employment agreement is set forth on Section 6.6(a) of the Company Disclosure Schedule and is assumed by the Company or another Subsidiary of the Company effective immediately prior to the Closing and (ii) other Business Employee whose employment is transferred to the Company immediately prior to the Closing, a “Transferred Employee”).
Company Employee Matters. (a) To the extent permitted by Applicable Laws and the terms of applicable plans, if Company Employees become eligible to participate in employee benefit plans maintained by Parent or its Affiliates, each Company Employee shall be considered a newly hired employee of Parent (or one of its Affiliates, as the case may be), but nonetheless shall be given full credit for prior service with the Company regarding any waiting period for eligibility to participate, early retirement eligibility and early retirement subsidies, and vesting under all employee benefit plans, arrangements, collective bargaining agreements and employment-related entitlements under any applicable pension, 401(k), savings, medical, dental, life insurance, vacation, leave of absence, and severance or separation pay plans. In addition, to the extent permitted by Applicable Laws, prior service with the Company will be credited for determination of pay credits in a hybrid, cash-balance pension plan. Notwithstanding the foregoing, no credit shall be given with respect to any plan or program if such credit would result in the duplication of benefits for the same period of service, and no credit for prior service with the Company shall be given for any post-retirement health or welfare plan. For purposes of this Section 5.4, the term “Applicable Laws” shall include all federal and state laws applicable to Parent and its Affiliates with respect to employment matters.
