Common use of Continuing Employees Clause in Contracts

Continuing Employees. On and for a period of not less than three (3) months after the Closing, Parent shall provide, or cause the Company or its successor to provide, to each Continuing Employee salary and benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) that are, in the aggregate, no less favorable to the salary and benefits (other than equity-compensation benefits) provided to such Continuing Employee as of immediately prior to the Closing or, in its sole discretion, Parent may provide such Continuing Employee with benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) under the Parent’s employee benefit plans on substantially the same basis, in the aggregate, as those provided to similarly situated employees of Parent. If Parent chooses to provide benefits to one or more Continuing Employees under Parent’s employee benefit plans, then Parent shall use its commercially reasonable efforts to provide to such Continuing Employees participation in Parent’s 401(k) plan without a waiting period, credit for all year-to-date co-pays and deductibles under Parent’s plans incurred by any such Continuing Employees prior to Closing, waiver of all waiting periods under any plan providing life insurance or long-term disability insurance, and, to the extent applicable, credit continuous service with the Company prior to the Closing, including, without limitation, for purposes of determining the rate at which such Continuing Employees will accrue vacation and the amount of severance payable under the applicable Parent employee benefit plan. The Continuing Employees are not third-party beneficiaries of the provisions of this Section 5.8(a), and nothing herein expressed or implied will give or be construed to give any Continuing Employee any legal or equitable rights hereunder.

Continuing Employees. On Immediately prior to the Effective Time, all outstanding Phantom Units that are held by any Employee who is a Continuing Employee will be automatically cancelled and forfeited in exchange solely for a period of not less than three (3) months after the Closingconsideration contemplated by this Section 3.5(a). At the Effective Time, Parent shall provide, or cause the Company or its successor to provide, grant a replacement incentive award to each such Continuing Employee salary and benefits (other than equity-compensation benefits and without giving effect that was required to any forfeit such Continuing Employee’s title) that are, in the aggregate, no less favorable Phantom Units pursuant to the salary preceding sentence which replacement incentive award is equal in value (determined by reference to the closing price of the units underlying such replacement award (on the primary exchange on which such units are traded) on the Closing Date) to the aggregate value of such Continuing Employee’s cancelled and benefits forfeited Phantom Units (other than equity-compensation benefits) provided such value to be determined by multiplying the Closing Date value of the Merger Consideration per Partnership Common Unit by the number of Phantom Units cancelled and forfeited by such Continuing Employee in accordance with this Section 3.5(a)). The new incentive award will be granted under the Parent LTIP in the form of a “Phantom Unit” as defined under the Parent LTIP, and will be subject to substantially the same terms and conditions (including without limitation, applicable vesting and payment timing provisions) as those applicable to the cancelled and forfeited Phantom Units as of immediately prior to the Closing orEffective Time, and shall otherwise be subject to the terms of the Parent LTIP. All new incentive awards granted under the Parent LTIP pursuant to Section 3.5(a) shall be designed to be compliant with or exempt from, as applicable, Section 409A of the Code. For the avoidance of doubt, any then-accumulated distribution equivalents payable upon a subsequent vesting date pursuant to distribution equivalent rights linked to any Phantom Unit forfeited in its sole discretion, accordance with this Section 3.5(a) shall be paid by Parent may provide such to the Continuing Employee with benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) under upon the Parent’s employee benefit plans on substantially vesting of the same basis, in the aggregate, as those provided to similarly situated employees of Parent. If Parent chooses to provide benefits to one or more Continuing Employees under Parent’s employee benefit plans, then Parent shall use its commercially reasonable efforts to provide “Phantom Unit” corresponding to such Continuing Employees participation in Parent’s 401(k) plan without a waiting period, credit for all year-to-date co-pays and deductibles under Parent’s plans incurred by any such Continuing Employees prior to Closing, waiver of all waiting periods under any plan providing life insurance or long-term disability insurance, and, to the extent applicable, credit continuous service with the Company prior to the Closing, including, without limitation, for purposes of determining the rate at which such Continuing Employees will accrue vacation and the amount of severance payable under the applicable Parent employee benefit plan. The Continuing Employees are not third-party beneficiaries of the provisions of this Section 5.8(a), and nothing herein expressed or implied will give or be construed to give any Continuing Employee any legal or equitable rights hereunderforfeited Phantom Unit.

Continuing Employees. On (a) As of the Closing Date, and for until December 31, 2017 (or until termination of employment, if earlier), Parent shall (subject to its commercially reasonable discretion) provide, or shall cause (subject to its commercially reasonable discretion) the Surviving Corporation or one of Parent’s other Subsidiaries or Affiliates to provide, each Continuing Employee with (i) as to any Continuing Employee who is not a period of sales employee, (A) an annual base salary or an hourly wage rate, as applicable, that is not less than three (3) months after that provided to such Continuing Employee by the Company immediately prior to the Closing, Parent shall provide, or cause (B) cash incentive compensation opportunities that are not less favorable than those provided to such Continuing Employee by the Company or its successor immediately prior to providethe Closing, to each Continuing Employee salary and (ii) employee benefits (other than excluding any equity-based compensation benefits and without giving effect granted to any Continuing Employee’s titlesuch employees prior to the Closing Date) that areare not less favorable, in the aggregate, no less favorable to the salary and benefits (other than equity-compensation benefits) those provided to such Continuing Employee by the Company as of the date hereof. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall treat, and shall cause each employee benefit plan, program, arrangement, agreement, policy or commitment sponsored or maintained by Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates following the Closing and in which any Continuing Employee (or the spouse, domestic partner or any dependent of any Continuing Employee) participates or is eligible to participate (each, a “Parent Benefit Plan”) to treat, for all purposes (including eligibility to participate, vesting and level and accrual of benefits, other than accrual of benefits under any “defined benefit plan,” as defined in Section 3(35) of ERISA), all service with the Company (and predecessor employers to the extent that the Company or any Company Employee Plan provides past service credit) as service with Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall use commercially reasonable efforts to cause each Parent Benefit Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA, (i) to waive any and all eligibility waiting periods, actively-at-work requirements, evidence of insurability requirements and pre-existing condition limitations with respect to the Continuing Employees and their spouses, domestic partners and dependents to the extent waived, satisfied or not included under the corresponding Company Employee Plan, and (ii) to recognize for each Continuing Employee for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Benefit Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under the corresponding Company Employee Plan during the plan year of such Company Employee Plan in which occurs the later of the Closing Date and the date on which the Continuing Employee begins participating in such Company Benefit Plan. Effective as of immediately prior to the Closing orClosing, in its sole discretion, Parent may provide such Continuing Employee with benefits (other than equity-compensation benefits and without giving effect to any the Company shall terminate the employment of each employee of the Company who will not be a Continuing Employee’s title) under the Parent’s employee benefit plans on substantially the same basis, in the aggregate, as those provided to similarly situated employees of Parent. If Parent chooses to provide benefits to one or more Continuing Employees under Parent’s employee benefit plans, then Parent shall use its commercially reasonable efforts to provide to such Continuing Employees participation in Parent’s 401(k) plan without a waiting period, credit for all year-to-date co-pays and deductibles under Parent’s plans incurred by any such Continuing Employees prior to Closing, waiver of all waiting periods under any plan providing life insurance or long-term disability insurance, and, to the extent applicable, credit continuous service with the Company prior to the Closing, including, without limitation, for purposes of determining the rate at which such Continuing Employees will accrue vacation and the amount of severance payable under the applicable Parent employee benefit plan. The Continuing Employees are not third-party beneficiaries of the provisions of this Section 5.8(a), and nothing herein expressed or implied will give or be construed to give any Continuing Employee any legal or equitable rights hereunder.

Continuing Employees. On and for a period of not less than three (3) The Merger Agreement provides that, from the Effective Time until six months after the following Closing, Parent shall provide, will provide or cause its subsidiaries (including the Company or Surviving Corporation) to provide each employee of Science 37 and its successor subsidiaries immediately prior to provide, to each Continuing Employee salary and benefits the Effective Time (other than equity-compensation benefits and without giving effect to any officers) who remain employed by Parent or its subsidiaries (including the Surviving Corporation) following the Effective Time (each a “Continuing Employee’s title”) will receive (i) base compensation that areis not less favorable than the base compensation provided to such Continuing Employee immediately prior to the Effective Time, and (ii) retirement and health and welfare benefits that are substantially comparable, in the aggregate, no less favorable to the salary and benefits (other than equity-compensation benefits) those provided to such Continuing Employee by Science 37 or its subsidiary, as of applicable, immediately prior to the Closing Effective Time, or, in its sole discretion, Parent may provide such Continuing Employee with benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) under the at Parent’s election, if greater, the employee benefit plans on substantially the same basis, in the aggregate, as those benefits provided to similarly situated employees new hires of ParentParent or its affiliates. If The Merger Agreement also provides that with respect to the benefit plans maintained by Parent chooses or any of its subsidiaries, including the Surviving Corporation, for all purposes, including determining eligibility to provide participate, level of benefits, vesting and benefit accruals, each Continuing Employee’s service with Science 37 or any of its subsidiaries will be treated as service with Parent or any of its subsidiaries, including the Surviving Corporation where length of service is relevant, in any case, to the same extent as such Continuing Employee was entitled prior to the Effective Time under any similar Science 37 benefit plan, provided that such prior service credit shall not be recognized or credited (i) to the extent that it results in a duplication of coverage or benefits or (ii) with respect to one a newly established plan for which prior service is not taken into account. The Merger Agreement also provides that Parent will, or more Continuing Employees under Parent’s employee benefit planswill cause its subsidiaries (including the Surviving Corporation) to, then Parent shall use its commercially take reasonable best efforts to provide (x) waive or cause to such Continuing Employees participation in Parent’s 401(k) plan without a waiting periodbe waived any pre-existing condition limitations, credit for all yearexclusions, evidence of insurability, actively-toat-date co-pays work requirements and deductibles under Parent’s plans incurred by any such Continuing Employees prior to Closing, waiver of all waiting periods under any welfare benefit plan providing life insurance maintained by Parent or long-term disability insuranceany of its subsidiaries in which Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, and, except to the extent applicablethat such pre-existing condition limitations, credit continuous service with exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the Company comparable Science 37 benefit plan immediately prior to the ClosingEffective Time, includingand (y) recognize, without limitationor cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of determining satisfying such year’s deductible and co-payment limitations under the rate at relevant welfare benefit plans in which such Continuing Employees Employee (and his or her eligible dependents) will accrue vacation be eligible to participate from and after the amount of severance payable under the applicable Parent employee benefit plan. The Continuing Employees are not third-party beneficiaries of the provisions of this Section 5.8(a), and nothing herein expressed or implied will give or be construed to give any Continuing Employee any legal or equitable rights hereunderEffective Time.

Continuing Employees. On and Each outstanding CRH RSU granted under CRH’s 2017 share unit plan that is held by an employee, contractor or director of CRH that remains employed when the Arrangement is completed will be acquired by WELL in exchange for a period restricted stock unit of not less than three WELL (3) months after a “WELL RSU”). Except as otherwise required to be adjusted by applicable law, each such WELL RSU issued in exchange for a CRH RSU will entitle the Closingholder to acquire a number of WELL shares equal to the number of CRH shares subject to the exchanged CRH RSU, Parent shall providemultiplied by 0.652 (rounded down to the nearest whole share). Any such WELL options and WELL RSUs issued in exchange for CRH options or CRH RSUs will be subject to WELL’s existing omnibus equity plan and will generally have the same terms, conditions, expiration date and vesting schedule as applied to the exchanged CRH option or cause CRH RSU. No fractional WELL options or WELL RSUs will be issued. Instead, the Company total number of WELL shares underlying the WELL options or its successor to provide, to each Continuing Employee salary and benefits (other than equity-compensation benefits and without giving effect WELL RSUs otherwise issuable to any Continuing Employee’s title) that are, holder in the aggregate, no less favorable connection with Arrangement will be rounded down to the salary and benefits nearest whole number. Restrictions on Solicitations of Other Offers (other than equitypage 83) Under the Arrangement Agreement, we are subject to certain non-compensation benefits) provided solicitation covenants that restrict our ability to such Continuing Employee as of immediately prior to the Closing or, in its sole discretion, Parent may provide such Continuing Employee with benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) under the Parent’s employee benefit plans on substantially the same basis, in the aggregate, as those provided to similarly situated employees of Parent. If Parent chooses to provide benefits to one or more Continuing Employees under Parent’s employee benefit plans, then Parent shall use its commercially reasonable efforts to provide to such Continuing Employees participation in Parent’s 401(k) plan without a waiting period, credit for all year-to-date co-pays and deductibles under Parent’s plans incurred by any such Continuing Employees prior to Closing, waiver of all waiting periods under any plan providing life insurance or long-term disability insurance, and, to the extent applicable, credit continuous service with the Company prior to the Closing, including, without limitation, for purposes of determining the rate at which such Continuing Employees will accrue vacation and the amount of severance payable under the applicable Parent employee benefit plan. The Continuing Employees are not solicit third-party beneficiaries proposals, provide information to third parties and engage in discussions with third parties. The restriction is subject to a “fiduciary-out” provision that allows us, subject to certain procedural requirements, to provide information and participate in discussions with respect to acquisition proposals submitted by third parties not in violation of the provisions non-solicitation covenants and with respect to which the CRH Board determines in good faith, after consultation with outside counsel and financial advisors, that (1) such acquisition proposal constitutes or could reasonably be expected to result in a “superior proposal” (as described in “The Arrangement Agreement—Restrictions on Solicitations of this Section 5.8(aOther Offers,” beginning on page 83), and nothing herein expressed or implied will give or be construed to give any Continuing Employee any legal or equitable rights hereunder.and

Continuing Employees. On (a) Prior to the Closing, the Buyers shall, or shall cause a Company to, make an offer of employment to each Specified Service Provider on terms consistent with those provided under this Section 8.01. In addition, as of the Closing Date, Buyers shall cause the Companies to continue the employment of all Company Employees provided that it is understood that the foregoing statement does not constitute a guarantee of continued employment. As of the Closing, or such other later date as set forth in the Transition Services Agreement, the Company Employees who are employed by the Companies and the Specified Service Providers who have accepted employment with a Company (the “Continuing Employees”) shall cease to be covered by the employee benefit plans of Freeport and its Affiliates (which, for a period the avoidance of doubt, shall not less than three (3) months include the Companies from and after the Closing) and instead shall be covered by the employee benefit plans of a Buyer or its Affiliates, Parent shall provideincluding, commencing on the Closing Date, the Companies, as applicable. In addition to any obligation either Buyer or its Affiliates may have under Applicable Law, for the period 44 beginning on the Closing Date and continuing through the first anniversary of the Closing Date, Buyers shall, or shall cause the Company or its successor to provideCompanies to, provide the Continuing Employees, to each the extent that the Continuing Employee salary and benefits Employees remain so employed, with (other than equity-i) fixed cash compensation benefits and without giving effect to any Continuing Employee’s title) that are, in the aggregate, is no less favorable to than the salary and benefits (other than equity-compensation benefits) provided to of each such Continuing Employee as of immediately prior to the Closing orDate, in its sole discretion, Parent may provide (ii) incentive compensation opportunities comparable to those provided to each such Continuing Employee with benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) under the Parent’s employee benefit plans on substantially the same basis, in the aggregate, as those provided to similarly situated employees of Parent. If Parent chooses to provide benefits to one or more Continuing Employees under Parent’s employee benefit plans, then Parent shall use its commercially reasonable efforts to provide to such Continuing Employees participation in Parent’s 401(k) plan without a waiting period, credit for all year-to-date co-pays and deductibles under Parent’s plans incurred by any such Continuing Employees prior to Closing, waiver of all waiting periods under any plan providing life insurance or long-term disability insurance, and, to the extent applicable, credit continuous service with the Company immediately prior to the Closing, including, without limitation, for purposes of determining Closing Date and (iii) benefits (including severance) substantially comparable in the rate at which aggregate to the benefits (including severance) provided by the Companies to each such Continuing Employees will accrue vacation and Employee immediately prior to the amount of severance payable under the applicable Parent employee benefit plan. The Continuing Employees are not third-party beneficiaries of the provisions of this Section 5.8(a), and nothing herein expressed or implied will give or be construed to give any Continuing Employee any legal or equitable rights hereunderClosing Date.

Continuing Employees. On and Acquirer agrees that for a period of not less than three (3) twelve months after following the ClosingClosing Date, Parent the Surviving Company and its Subsidiaries and successors shall provide, or cause provide the Company or its successor to provide, to each Continuing Employee salary Employees with employee plans and programs which provide benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) that are, are substantially similar in the aggregate, no less favorable aggregate to the salary and benefits (other than equity-compensation benefits) provided to such Continuing Employee as of immediately prior to the Closing or, in its sole discretion, Parent may provide such Continuing Employee with benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) under the Parent’s employee benefit plans on substantially the same basis, in the aggregate, as those provided to similarly situated employees of ParentAcquirer. If Parent chooses to provide benefits to one or more To the extent permitted by such Employee Plans, Continuing Employees shall receive credit for purposes of accrual of seniority with respect to termination or severance benefits and eligibility to participate and vesting under Parent’s any employee benefit plansplan, then Parent shall use its commercially reasonable efforts to provide to such Continuing Employees participation in Parent’s program or arrangement (other than the 401(k) plan without a waiting period, credit Plan or any equity awards) that is established or maintained by the Surviving Company or any of its Subsidiaries and in which such employees are eligible to participate after the Closing Date for all year-to-date co-pays and deductibles under Parent’s plans incurred by any such Continuing Employees prior to Closing, waiver of all waiting periods under any plan providing life insurance service accrued or long-term disability insurance, and, to the extent applicable, credit continuous service with the Company deemed accrued prior to the ClosingClosing Date with Company or any Subsidiary; provided, includinghowever, without limitationthat such benefits shall accrue pursuant to Acquirer’s accrual policies; provided, for purposes further, that such crediting of determining service shall not operate to duplicate any benefit or the rate at which funding of any such Continuing Employees will accrue vacation and the amount of severance payable under the applicable Parent employee benefit planbenefit. The Continuing Employees are not third-party beneficiaries of Subject to the provisions of this Section 5.8(a6.1(d), and nothing herein expressed shall require Acquirer to provide the Continuing Employees with any particular employee benefit plans, agreements, or implied will give programs or preclude or limit Acquirer’s ability to modify, amend, or terminate any new plan or any of Employee Plans as it deems appropriate. For the avoidance of doubt, Continuing Employees shall not be construed to give considered third party beneficiaries of this Section 5.12(b) or any Continuing Employee any legal or equitable rights hereunderother section of this Agreement.

Continuing Employees. On If Purchaser elects to terminate any material Company Employee Plan in existence as of the Closing prior to the end of the plan year that includes the Closing Date, for the balance of the plan year in which the Closing occurs, subject to any reasonably necessary transition period and subject to any applicable Parent or Purchaser plan provisions, contractual requirements or Legal Requirements, for a period so long as such Continuing Employee remains an employee of not less than three (3) months after the Closing, Parent shall provide, or cause the Company Purchaser or its successor to provide, to each Affiliates: (a) such Continuing Employee salary and benefits shall be eligible to participate in the corresponding benefit plans (other than any equity or equity-compensation benefits and without giving effect based compensation, deferred compensation, change in control bonus, transaction bonus, or retention bonus plans) of Parent, Purchaser or their respective Subsidiaries to any Continuing Employee’s title) that are, in the aggregate, no less favorable to the salary and benefits (other than equity-compensation benefits) provided to such Continuing Employee as of immediately prior to the Closing or, in its sole discretion, Parent may provide such Continuing Employee with benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) under the Parent’s employee benefit plans on substantially the same basis, in the aggregate, extent as those provided to similarly situated employees of Parent. If Parent chooses Purchaser or its Subsidiaries; and (b) for purposes of determining a Continuing Employee’s (x) eligibility to provide benefits to one participate in such plans (other than any sabbatical program, defined benefit pension plans, nonqualified deferred compensation plans or more Continuing Employees under Parent’s employee arrangements, any post-termination or retiree health or welfare benefit plans, then Parent and equity award retirement policies and provisions) and (y) solely for purposes of vacation or paid time off benefits 57 or benefit accrual rates, in each case, the Continuing Employee shall use its commercially reasonable efforts to provide to receive credit under such Continuing Employees participation in Parent’s 401(kplans (other than any sabbatical program defined benefit pension plans, nonqualified deferred compensation plans or arrangements, any post-termination or retiree health or welfare benefit plans, and equity award retirement policies and provisions) plan without a waiting period, credit for all year-to-date co-pays and deductibles under Parent’s plans incurred by any such Continuing Employees prior to Closing, waiver his or her years of all waiting periods under any plan providing life insurance or long-term disability insurance, and, to the extent applicable, credit continuous service with the Company or its Subsidiaries prior to the ClosingClosing (except to the extent such service credit will result in the duplication of benefits or benefit accruals under any defined benefit pension plan, includingretiree medical program or grandfathered or frozen plan or otherwise result in the duplication or any benefits or compensation); provided, without limitationhowever, such service shall only be credited to the same extent and for purposes of determining the rate at which same purpose as such Continuing Employees will accrue vacation and the amount of severance payable service was credited under the applicable Parent employee benefit plananalogous Company Employee Plan (if such an analogous plan exists). The Continuing Employees are not Nothing in this Section 6.2 shall be construed to create any rights or remedies (including any third-party beneficiaries of the provisions of beneficiary rights) in any employee or Person not a Party. Nothing in this Section 5.8(a), and nothing herein expressed or implied will give or Agreement shall be construed to give constitute the establishment of or an amendment to any Continuing Employee compensation or benefit plan, program, policy, contract, agreement or arrangement maintained by Parent, Purchaser, the Company or any legal of their respective Subsidiaries. Nothing in this Agreement shall be construed to prohibit or equitable rights hereunderotherwise limit Parent’s, Purchaser’s or any of their respective Affiliates’ (including following the Closing the Acquired Companies) ability to modify, amend or terminate any benefit or compensation plan, program, policy, contract, agreement or arrangement at any time or to terminate or modify the employment or engagement of any Person at any time or for any reason or for no reason at all.