Continued Employees Clause Samples
The 'continued-employees' clause defines the treatment of employees who remain with a company following a merger, acquisition, or other business transition. Typically, this clause outlines which employees will be retained, the terms of their ongoing employment, and any changes to their benefits or roles. For example, it may specify that all employees in good standing as of the closing date will continue under the new employer with similar compensation and benefits. The core function of this clause is to provide clarity and assurance to both employees and employers regarding workforce continuity during organizational changes, thereby minimizing uncertainty and disruption.
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Continued Employees. As of the Effective Time, Parent, Surviving Company or a subsidiary of Parent (“Continued Employer”) shall include employees of Worth and its Subsidiaries whose employment does not terminate as a result of the consummation of the Merger (“Continued Employees”) in employee benefit plans equivalent in the aggregate to those provided under the Company Plans immediately prior to the Closing or, at the option of the Parent, those provided to similarly-situated employees of Parent and its affiliates. Continued Employer shall honor each employee’s rights in respect of accrued paid time off and extended illness bank as of the Effective Time. Continued Employees shall be credited for their length of service with the Company and it Subsidiaries under the employee benefit plans maintained by the Continued Employer, including for purposes of eligibility, benefit accrual, and vesting, provided that service with the Company and its Subsidiaries shall not be taken into account for benefit accrual purposes under any defined benefit pension plan of the Continued Employer. The Continued Employees and their dependents and beneficiaries shall not be required, in the plan year in which Closing occurs, to satisfy any deductible, co-payment, out-of-pocket maximum or similar requirement under the Continued Employer’s plans that provide medical, dental and other welfare benefits to the extent of amounts previously credited for such purposes under the medical, dental and other welfare benefit plans of the Company and its affiliates that covered the Continued Employees prior to Closing. In addition, any waiting periods, pre-existing condition exclusions and requirements to show evidence of good health contained in such Continued Employer’s plans shall not apply with respect to the Continued Employees and their dependents and beneficiaries. Notwithstanding anything herein to the contrary, nothing herein shall (a) alter the “at-will” status of any employee of the Company or any Subsidiary, (b) obligate the Continued Employer to maintain any employee (including the Continued Employees) in its employment or (c) obligate Parent or the Continued Employer to maintain any particular benefit plan or arrangement.
Continued Employees. Purchaser recognizes that the employees of Seller are experienced individuals in a specialized industry, and are important to the successful operation of the Business. Hemagen will consider continued employment to any of the employees (which Seller does not wish to continue to employ) of Seller involved with the Business as of the Closing. Hemagen may offer such employment on terms and conditions, including compensation, seniority and all other benefits, substantially similar to those provided the employees by Seller.
Continued Employees. For purposes of this Agreement, the ------------------- term "Company Employees" shall include all current and former employees of the Company and its Subsidiaries and former Subsidiaries. The parties hereto intend that there shall be continuity of employment following the Closing with respect to all Company Employees who are current employees of the Company and its Subsidiaries; provided, however, that all employment which was at will as of the -------- ------- Closing Date will continue to be at will employment following the Closing Date. Effective as of the Closing, Buyer shall, or shall cause the Company to, employ each such Company Employee at a base salary or base wages at least equivalent to the rate of base salary or wages paid to such Company Employee as of the close of business on the day prior to the Closing. Until the end of the calendar year in which the Closing occurs, Buyer shall, or shall cause the Company to, provide compensation and bonus opportunity and employee benefits (other than equity- based benefit plans) to the Company Employees, which are substantially comparable in the aggregate to those provided to the Company Employees immediately prior to the Closing. For all purposes under all compensation and benefit plans applicable to Company Employees after the Closing, Buyer shall, or shall cause the Company to, treat all service by Company Employees with the Company or any of its Subsidiaries or Affiliates (including Cyprus Amax) before the Closing as service with the Buyer or its Subsidiaries or Affiliates.
Continued Employees. Each Employee shall, as of the Closing, remain an employee of the Company (“Continued Employees”). All Continued Employees shall be employees-at-will, and nothing contained herein or in any other Transaction Agreement shall result in any Continued Employee having any other employment status with the Company or the Purchaser. Each Continued Employee shall receive substantially the same benefits as a similarly situated new employee of the Purchaser or substantially the same benefits as received immediately prior to the Closing, at the option of the Purchaser.
Continued Employees. As soon as practicable after the Applicable Effective Time, Seller shall cause the trustee of the Seller 401(k) Plan to transfer to the trustee of the Buyer 401(k) Plan assets equal in value to the total value of those account balances of both (i) all Affected U.S. Continued Employees under the Seller 401(k) Plan, and (ii) all individuals employed by Seller or any of the Transferred Entities prior to but not as of the Applicable Effective Time who have provided services primarily for the Healthcare Business, as determined by Seller, (the "Prior Healthcare Employees") and the Buyer shall cause the trustee of the Buyer 401(k) Plan to accept such assets. The trustee of the Seller 401(k) Plan shall transfer such assets in cash or in kind, as such trustee and Buyer shall mutually determine and agree, valued as of the date of transfer and all participant loans outstanding under the Seller 4.01(k) Plan shall be transferred to the Buyer 4.01(k) Plan in kind (along with all records necessary for the administration of such loans). Except as may otherwise be provided in the Stock Purchase Agreement, following such transfer, Seller shall have no further liability whatsoever (either under this Agreement or otherwise) with respect to participants in the Buyer 401(k)
Continued Employees. Seller shall assist Buyer in effecting the change of employment of the Continued Employees as of the Closing Date in an orderly fashion.
Continued Employees. During the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the employee’s termination of employment with the Company), Buyer shall, and shall cause the Company to, provide each Company Employee who remains employed immediately after the Closing (“Continued Employee”) with: (i) base salary or hourly wages and paid vacation which are no less than the base salary or hourly wages provided by the Company immediately prior to the Closing; (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided by the Company immediately prior to the Closing; and (iii) retirement and welfare benefits that are no less favorable in the aggregate than those provided by the Company immediately prior to the Closing. The Buyer reserves the right to terminate any Continued Employees, provided that if any Continued Employees are terminated within twelve (12) months of the Closing, such terminated Continued Employees shall be offered severance benefits that are no less favorable than the practice, plan or policy in effect for such Continued Employee immediately prior to the Closing. Sellers shall cause each Continued Employee to provide to Buyer a completed Employment Eligibility Verification USCIS Form I-9, verifying the identity and employment authorization of the Continued Employee, prior to the Closing Date. -52- 40733748.21