Continuing Employees Clause Samples
The "Continuing Employees" clause defines which employees of a company will remain employed or be transferred to a new employer following a business transaction, such as a merger or asset sale. Typically, this clause outlines the criteria for identifying these employees, details the terms of their continued employment, and may specify the preservation of certain benefits or seniority. Its core function is to ensure a smooth transition for affected employees and to clarify the obligations of both the seller and buyer regarding workforce continuity, thereby minimizing disruption and legal uncertainty during organizational changes.
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Continuing Employees. (i) At Closing, all employees of Pathlore who continue as employees of SumTotal or a Subsidiary of SumTotal at the effective time of the First Merger will be provided with employee benefits by the Surviving Entity or SumTotal which in the aggregate are comparable to those provided from time-to-time by SumTotal to its similarly situated employees in similar geographic regions; provided, that SumTotal may continue one or more Pathlore benefit plans following the Closing, which will be deemed comparable to a similar plan of SumTotal for purposes of this provision. For purposes of eligibility and vesting, each employee of Pathlore that becomes a participant in any employee benefit plan, program, policy or arrangement of SumTotal shall be given credit for all service prior to the Effective Time with Pathlore to the extent permissible under such plan, program, policy or arrangement except to the extent that such service credit will result in the duplication of benefits.
(ii) Effective no later than immediately preceding the effective time of the First Merger, Pathlore shall terminate any and all group severance, group separation or group salary continuation plans, programs or arrangements (other than severance arrangements contained in agreements with employees that would require consent of the employee to terminate that are disclosed on the Disclosure Schedules or contemplated hereby) that SumTotal elects to terminate by providing written notice to Pathlore within a reasonable time prior to the effective time of the First Merger (collectively, “Pathlore Terminating Plan(s)”). If SumTotal provides such notice to terminate the Terminating Plan(s) to Pathlore, no later than three (3) Business Days prior to the effective time of the First Merger, Pathlore shall provide SumTotal with evidence that such Pathlore Terminating Plan(s) have been terminated (effective no later than immediately preceding the Effective Time) pursuant to resolutions of the Pathlore Board.
(iii) No later than the day prior to the effective time of the First Merger, at SumTotal’s request, Pathlore shall terminate any Pathlore Plans that are intended to include a Code Section 401(k) arrangement (the “401(k) Plan”) or take such actions as SumTotal may reasonably request and reasonably deem necessary or appropriate to effect such termination or to assist in a transition of such 401(k) Plan into the SumTotal controlled group at the effective time of the First Merger, including the termination of t...
Continuing Employees. 1.1.1 All continuing employees presently at maximum salary or who would qualify for maximum salary as at June 30, 2002 pursuant to the Column C agreement will be placed at the maximum salary in the Column A agreement effective July 1, 2002 notwithstanding that the Column A agreement may have a greater number of increment steps to maximum.
1.1.2 All other continuing employees from the Column C agreement will be placed in the Category and Experience level of the Column A agreement according to the Category and Experience earned under the Column C agreement as at June 30, 2002. ▇▇▇▇▇▇ ▇▇▇▇ — Category 5 step (6) as at June 30, 2002 to be placed on the Cranbrook grid at Category 5 step (7) effective July 1, 2002 provided that the employee would have qualified for an increment under the terms and conditions of the Fernie agreement.
1.1.3 Continuing employees shall be notified, in writing, of their intended grid placement under the Column A agreement for the 2002-2003 school year within one month of the signing of this Letter of Understanding.
a. Appeals against the intended grid placement shall be heard by a committee consisting of an employee covered by the Column C agreement and an employee covered by the Column A agreement, as designated by the respective locals prior to June 30, 2002, and a person designated by the Board.
b. Appeals must be referred to the Board and the Union by October 15, 2002.
c. Appeals not resolved by November 15, 2002, shall be referred to step 3 of the grievance procedure, Article A.6.
1.1.4 Any continuing employee covered by a Column C agreement whose salary at June 30, 2002 (x) 1.025 is greater than that they would receive according to their salary in the Column A agreement at July 1, 2002, shall receive the difference in equal monthly instalments during the 2002-2003 school year. Such employees shall have their names and salary as at June 30, 2002 included on a “Rate of Pay Maintenance Schedule” attached to the Collective Agreement. First Last $39,365 $202 $ 13 First Last $42,564 $215 $ 0 First Last $62,752 $180 $184 The local parties shall compile and forward the “Rate of Pay Maintenance” Schedule(s) to the provincial parties.
1.1.5 A continuing employee identified in 1.1.4 above whose salary at June 30, 2002 (x) 1.025
Continuing Employees. Parent will continue to employ or cause Company/Surviving Corporation to continue to employ each employee who is employed by Company at the Closing Date and set forth in Section 3.1.9 of the Company Disclosure Schedule (each a “Continuing Employee”) at a level of base salary and hourly wages and overall compensation and benefits substantially similar as provided to the Continuing Employees by Company immediately prior to the Closing Date, provided that after Closing, Parent may terminate a Continuing Employee, or change the terms of employment, including compensation and benefits, for any Continuing Employee at any time in its sole discretion.
(a) Subject to Section 6.5.1(c), Parent may provide the Continuing Employees with benefits under the Parent’s employee benefit plans on substantially the same basis, in the aggregate, as those provided to similarly situated employees of Parent. For purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual) under any Parent employee benefit plan (other than a defined benefit plan) and to the extent permitted by applicable law, Parent will provide that the Continuing Employees will receive service credit under each Parent employee benefit plan (other than a defined benefit plan) for their period of service with Company and predecessors prior to the Closing, except where doing so would cause a duplication of benefits. Parent will waive all waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any medical, dental and vision plans that such employees may be eligible to participate in after the Closing Date.
(b) Upon Closing, Company will cooperate with regard to the recruitment and hiring of its employees by Parent or continuing employment with Company. Company will use commercially reasonable efforts to assist Parent with its recruitment efforts.
(c) Company and Parent will cooperate with each other to develop appropriate communications to Company employees regarding the Transactions and a transition plan in contemplation of Closing, including delivering other notices to Continuing Employees as requested by Parent; provided, however, Parent will not contact or deliver notices or documents to Continuing Employees prior to Closing without the express permission of Company.
Continuing Employees. Section 5.8(a)........................................
Continuing Employees. 42 Contract......................................................................25 DOJ...........................................................................39 EDGAR.........................................................................16 Effect........................................................................51
Continuing Employees. “Continuing Employees” shall have the meaning set forth in Section 6.3(c).
Continuing Employees. “Continuing Employees” is defined in Section 6.4 of the Agreement.
Continuing Employees. Effective with the entry of the Confirmation Order, Sellers shall provide Buyer with access to all records of employees employed by any Seller upon the terms and conditions set forth in this Agreement. Buyer shall be entitled to conduct oneon-one meetings with select employees employed by any Seller on or after the entry of the Confirmation Order at such times as Buyer shall reasonably request, and at such location as shall be reasonably acceptable to Buyer and Sellers. In connection therewith, Sellers shall provide Buyer with access to complete personnel files of all employees employed by any Seller, provided such access and disclosure does not violate any Laws. Following entry of the Confirmation Order, the parties may mutually agree that Sellers provide Buyer with space at the Real Property upon which ▇▇▇▇▇ may establish an information center to be staffed and equipped by Buyer at its sole cost and expense. After entry of the Confirmation Order, Buyer shall also be entitled to make general distributions to all employees employed by any Seller of newsletters, brochures and other information relating to this transaction and their operations and the operations of their Affiliates. Such distributions may include distributions through the information center or by direct mail to those employees. Within five (5) days before the Closing, Buyer shall provide Sellers (i) a written list of all employees of Sellers that Buyer intends to hire immediately after the Closing (collectively, the "Continuing Employees"); and (ii) a written list of all employees that ▇▇▇▇▇ does not intend to hire as of and after the Closing (collectively, the "Affected Employees"). Except with respect to the Assumed PTO, Buyer shall not be liable for any severance, vacation pay, or accrued compensation relating to any Continuing Employees or Affected Employees for services rendered prior to the Closing Date. While it is the current intention of Buyer to hire the Continuing Employees on an at-will basis following the Closing, the parties acknowledge and agree that Buyer shall have the right to terminate any such Continuing Employee at any time at or after the Closing. Neither Seller shall interfere or compete with Buyer with respect to the employment of any Continuing Employee by ▇▇▇▇▇ after the Closing, and shall cooperate with Buyer with respect to the employment of Employees by ▇▇▇▇▇.
Continuing Employees. The District shall make reasonable effort to give employees notice of their specific assignments, building assignments, and room assignments for the forthcoming year by July 1, except in cases of emergency, not later than August 1.
Continuing Employees. The first observation shall be completed by January 15. The second observation shall be completed by May 1. Summary evaluations shall be completed by June 1 of each year.