Employee Matters Sample Clauses
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Employee Matters. (a) Parent hereby acknowledges that a “change of control” (or similar phrase) within the meaning of the Employee Plans, as applicable, will occur as of the Appointment Time or Effective Time, as applicable.
(b) Except as provided in Section 7.2(b), from and after the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) honor all Employee Plans and compensation arrangements in accordance with their terms as in effect immediately prior to the Appointment Time, provided that nothing in this sentence shall prohibit the Surviving Corporation from amending or terminating, or from causing the Surviving Corporation to amend or terminate, any such Benefit Plans, arrangements or agreements in accordance with their terms or if otherwise required by applicable Law. As of the Effective Time, Parent shall or shall cause the Surviving Corporation to assume the Employee Plans set forth in Section 7.2(b) of the Company Disclosure Letter.
(c) The Company shall take (or cause to be taken) all action necessary or appropriate to terminate, effective no later than the day immediately preceding the Appointment Time, any Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 401(a) of the Code (the “401(k) Plans”), unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain any such 401(k) Plan by providing the Company with written notice of such election (an “Election Notice”) at least three days before the Appointment Time. Unless Parent timely provides an Election Notice to the Company, the Company shall deliver to Parent, prior to the Appointment Time, evidence that the Company’s board of directors has validly adopted resolutions to terminate the 401(k) Plans (the form and substance of which resolutions shall be subject to review and approval of Parent), effective no later than the date immediately preceding the Appointment Time. Parent shall cause a plan intended to qualify under Section 401(k) of the Code (the “Parent 401(k) Plan”) to accept rollovers (including rollover loans) from any 401(k) plan of the Company.
(d) For a period of one year following the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) provide (i) at least the same level of base salary or base wages to each Continuing Employee as the base salary or base wages provided to each such Continuing Employee immediately prior to the Effective Time, and ...
Employee Matters. Except as contemplated in Sections 6.9, 6.10 and 6.11:
(a) Immediately prior to the Effective Time, Seller shall terminate all the Business Personnel, and the Buyer shall offer to hire or otherwise offer to contract for or engage all of Seller’s Business Personnel on terms and conditions that are substantially similar in the aggregate to those in effect for Buyer’s similarly situated employees. Buyer agrees to employ all Business Personnel who accept an offer of employment from Buyer for a period of 12 months from the Effective Time, except in the case of a Force Majeure Event or documented employee misconduct in violation of the codes of conduct of Buyer applicable to all Buyer’s employees in Nigeria and applied consistent with past practice. Seller shall pay in full all compensation, bonuses, accrued severance and other payments that may result from the termination of employment by Seller of any Business Personnel and any compensation (including accrued vacation) due such employees up to and including the Effective Time. Upon request of Buyer and subject to applicable Law, Seller shall provide Buyer access to, and provide data regarding, employment information concerning the Direct Employees, including, without limitation, personnel files, records, agreements, contracts and policies as Buyer may reasonably request. Buyer shall not assume any severance or other similar obligations of Seller related to the termination of employment of any of the Business Personnel. Seller shall pay any severance and other obligations without regard to whether any of the Business Personnel accepts or declines Buyer’s offer of employment.
(b) Buyer shall not assume any Plan, program, policy, practice or arrangement of Seller. Seller shall have no responsibility for, and Buyer shall be responsible for and shall indemnify Seller for, any and all Liabilities, obligations and claims of any kind arising out of employment of the Direct Employees by Buyer after the Effective Time. Buyer shall have no responsibility for, and Seller shall be responsible for and shall indemnify Buyer for, any and all Liabilities, obligations and claims of any kind arising out of employment of any Business Personnel by Seller before the Effective Time, arising from or related to the termination of employment of any Business Personnel by Seller, including any severance or other similar obligations (the “Employee Liabilities”). Buyer shall not be deemed to be a successor employer to Seller with respect t...
Employee Matters. (a) For the one-year period following the Exchange Effective Time, Parent shall, or shall cause its applicable Subsidiaries to, provide to those individuals actively employed by the Company or one of its Subsidiaries as of the Exchange Effective Time (collectively, the “Covered Employees”) with employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the rates of base salary or hourly wage provided to such Covered Employees and the employee benefits and annual bonus opportunities provided to such Covered Employees under the Company Benefit Plans as in effect immediately prior to the Exchange Effective Time (excluding for this purpose equity-based benefits); provided, that nothing herein shall limit the right of Parent or any of its Subsidiaries to terminate the employment of any Covered Employee at any time or require Parent or any of its Subsidiaries to provide any such employee benefits, rates of base salary or hourly wage or annual bonus opportunities for any period following any such termination.
(b) To the extent that a Covered Employee becomes eligible to participate in an employee benefit plan maintained by Parent or any of its Subsidiaries, other than the Company Benefit Plans, Parent shall cause such employee benefit plan to (i) recognize the service of such Covered Employee with the Company or its Subsidiaries for purposes of eligibility and vesting and, except under defined benefit pension plans, benefit accrual under such employee benefit plan of Parent or any of its Subsidiaries to the same extent such service was recognized immediately prior to the Exchange Effective Time under a comparable Company Benefit Plan in which such Covered Employee was a participant immediately prior to the Exchange Effective Time or, if there is no such comparable benefit plan, to the same extent such service was recognized under the Company 401(k) plan immediately prior to the Exchange Effective Time, provided that such recognition of service shall not operate to duplicate any benefits payable to the Covered Employee with respect to the same period of service, and (ii) with respect to any health, dental or vision plan of Parent or any of its Subsidiaries (other than the Company Benefit Plans) in which any Covered Employee is eligible to participate in the plan year that includes the year in which such Covered Employee is eligible to participate, (x) cause any pre-existing condition l...
Employee Matters. (a) SHP shall cause Management Newco and Lessee to promptly pay or provide when due all compensation and benefits earned or accrued through or prior to the Closing Date as provided pursuant to the terms of any compensation arrangements, employment agreements and employee or director pension, welfare benefit or employee benefit plans, programs, arrangements and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) of Management Newco and Lessee and listed on any Schedule to this Agreement. SHP shall cause Management Newco and Lessee to pay promptly or provide when due all compensation and benefits required to be paid pursuant to the terms of any individual agreement with any current or former employee or director in effect and listed on Schedule 4.8
(a) to this Agreement. Nothing in this Agreement shall require the continued employment of any Person or prevent SHP and/or Management Newco or Lessee from taking any action or refraining from taking any action which Management or Lessee could take or refrain from taking prior to the Closing Date. Notwithstanding the above, except as set forth on Schedule 4.8(a), SHP shall cause Management Newco and Lessee to pay compensation to any key employee in accordance with compensation parameters agreed to by Alter and West▇▇▇▇▇ ▇▇▇ and as provided in the LLC Agreement and this Agreement.
(b) After the Closing Date, all employees of Management or Lessee who continue employment with SHP and/or Management Newco or Lessee shall, at the option of SHP, either continue to be eligible to participate in an "employee benefit plan," as defined in Section 3(3) of ERISA, of Management or Lessee which is, at the option of SHP, continued by SHP, Management Newco or Lessee, or alternatively shall be eligible to participate in any "employee benefit plan," as defined in Section 3(3) of ERISA, established, sponsored or maintained by SHP, Management Newco or Lessee after the Closing Date; provided that the employee benefits immediately after the Closing shall be no less favorable to the employees of Management and Lessee in the aggregate than the employee benefits immediately prior to the Closing; and provided further that nothing contained in this Section 4.8(b) shall in any way limit the ability of SHP, Management Newco or Lessee to modify any employee benefits in any respect following the Closing. With respect to each such employee benefit plan not formerly maintained b...
Employee Matters. (a) On or prior to the Closing Date, Seller shall have delivered, or caused its relevant Affiliates to have delivered, to each of the Business Employees (and any other employee who is hired to perform services for the Operations as permitted by Section 6.2(f)) who remains employed as of the Closing Date a notice of transfer of employment to the Company in substantially the form attached hereto as Exhibit H; provided, however, with respect to any Business Employee who, as of the Closing, is not actively employed due to being on short-term or long-term disability leave, workers’ compensation or other approved leave of absence (each an “Inactive Business Employee”), the employment of such Inactive Business Employees will not transfer to the Company on or prior to the Closing Date and, instead, Seller will provide Buyer with the list of such Inactive Business Employees no later than three (3) days after the Closing Date. After the Closing Date, to the extent any such Inactive Business Employee notifies Seller of an intent to return to active employment within six (6) months immediately following the Closing Date (or such longer period provided by Law), Seller shall, in turn, notify Buyer in writing of such Inactive Business Employee’s stated intent and provide Buyer with such information as Buyer reasonably requests to confirm such employee’s ability to resume employment in accordance with Buyer’s standard employment policies, and within ten (10) Business Days after receiving such written notice from Seller, if ▇▇▇▇▇ concludes that the Inactive Business Employee is able to return to active employment in accordance with Buyer’s standard employment policies, then Buyer shall cause the Company or one of its Affiliates to extend an offer of employment to each such Inactive Business Employee that provides for (i) the same or substantially similar job title and work location as provided to such Inactive Business Employee immediately before the Closing, (ii) an annual base salary or wage rate and target cash-based bonus opportunity in an amount that is at least equal to such amounts as provided to such Inactive Business Employee immediately before the Closing, (iii) through December 31, 2025, if applicable, employee benefits that are substantially comparable in the aggregate as those provided to such Inactive Business Employee immediately before the Closing (excluding any defined benefit pension benefits, dependent flexible spending account matching contributions, ad...
Employee Matters. There is no strike or work stoppage in existence or threatened involving Company or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect.
Employee Matters. (a) To the Company’s knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the Company or that would conflict with the Company’s business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as now conducted and as presently proposed to be conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.
(b) The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.
(c) To the Company’s knowledge, no Key Employee intends to terminate employment with the Company or is otherwise likely to become unavailable to continue as a Key Employee. The Company does not have a present intention to terminate the employment of any of the foregoing. The employment of each employee of the Company is terminable at the will of the Company. Except as set forth in Subsection 2.15 of the Disclosure Schedule or as required by law, upon termination of the employment of any such employees, no severance or other payments will become due.
(d) The Company has not made any representations regarding equity incentives to any officer, employee, director or consultant that are inconsistent...
Employee Matters. (a) Parent shall assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date hereof or as subsequently amended or terminated as permitted pursuant to the terms of such Company Benefit Plans and this Agreement. Effective as of the Effective Time and for a period of twelve (12) months thereafter, Parent shall provide to each employee of the Company and Company Subsidiary who continues to be employed by Parent or any Subsidiary thereof (the “Continuing Employees”), (i) at least the same wage rate or base salary as in effect for such Continuing Employee immediately prior to the Closing, and (ii) employee benefits (including cash bonus opportunities, retirement, health and welfare benefits, but excluding equity incentive compensation) that are, in the aggregate, in Parent’s discretion, either (A) no less favorable to such Continuing Employee than those in effect for such Continuing Employee immediately prior to the Closing or (B) no less favorable than those in effect for similarly situated employees of Parent and its Subsidiaries.
(b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Parent and its Subsidiaries providing benefits to any Continuing Employees after the Effective Time (the “New Plans”), each Continuing Employee shall, subject to applicable law and applicable tax qualification requirements, be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is of the same type as the Company Benefit Plan in which such Continuing Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii)(A) for purposes of each New Plan providing medical, dental,...
Employee Matters. (a) Tag shall, for a period beginning at the Closing and ending on the date of Tag’s ordinary course merit- or market-based compensation increases for Tag’s fiscal year 2027, provide, or cause to be provided, to each employee of Rolex or any of its Subsidiaries as of the Closing, and who continue employment with Tag or the Surviving Corporation or any of their Affiliates immediately following the Closing (the “Continuing Employees”) with an annual base salary or hourly wage rate (as applicable) that is at least equal to the annual base salary or hourly wage rate (as applicable) provided to such Continuing Employee immediately prior to the Closing by Rolex or any Rolex Subsidiary.
(b) Tag shall, for a period beginning at the Closing and ending on the last day of Tag’s fiscal year in which the Closing occurs, provide, or cause to be provided, to each Continuing Employee with (i) a target long-term incentive compensation opportunity (including equity incentive compensation) no less favorable, in the aggregate, to the target long-term incentive compensation opportunity (including equity incentive compensation) provided by Tag and its Subsidiaries to similarly situated employees of Tag and its Subsidiaries (provided, that Tag’s obligation to provide, or cause to be provided, such target long-term incentive compensation opportunity to a given Continuing Employee shall be reduced by the grant date fair value of such Continuing Employee’s Interim Awards), (ii) a short-term incentive compensation opportunity (other than an annual cash incentive compensation opportunity, which is addressed in Section 7.11(c)) that is no less favorable than the short-term incentive compensation opportunity provided to such Continuing Employee immediately prior to the Closing by Rolex or any Rolex Subsidiary, and (iii) employee benefits and other compensation (including severance and deferred compensation but excluding any retention bonus, retiree health or welfare plan benefit or defined benefit pension plan benefits) that are no less favorable, in the aggregate, to the employee benefits and other compensation (including severance and deferred compensation but excluding any retention bonus, retiree health or welfare plan benefits or defined benefit pension plan benefits) provided to each Continuing Employee immediately prior to the Closing by Rolex and its Subsidiaries pursuant to any Rolex Benefit Plan.
(c) From and after the Closing, Tag shall, and shall cause its Subsidiaries (inc...
Employee Matters. (a) Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on the first anniversary thereof, to maintain for the individuals employed by the Company or any of its Subsidiaries at the Effective Time (the “Current Employees”) compensation and benefits that are substantially comparable in the aggregate to the compensation and benefits (i) provided to Current Employees as a group immediately prior to the Effective Time (excluding, for this purpose, equity-based compensation and participation in a defined-benefit pension plan unless such participation is mandated by the terms of a collective bargaining or other similar agreement between the Company or one of its Subsidiaries and an employee representative) or (ii) provided to similarly situated employees of Parent and its Subsidiaries.
(b) Parent will cause the Surviving Corporation to provide credit for each Current Employees length of service with the Company and its Subsidiaries prior to the Effective Time for eligibility, vesting and benefits accrual purposes under any employee benefit plans of the Surviving Corporation and its Subsidiaries to the same extent as such service was recognized under a similar Company Benefit Plan; provided, that such prior service credit shall not be required to the extent it results in a duplication of benefits. Parent shall use commercially reasonable efforts to cause each health plan of Parent in which any Current Employee participates following the Closing to (i) waive any pre-existing condition limitation for any condition for which such Current Employee would have been entitled to coverage under the corresponding Company Benefit Plan prior to the Effective Time and (ii) honor co-payments made, and deductibles satisfied, by such Current Employee prior to the Effective Time. For purposes of this Agreement, “Benefit Plans” means, with respect to any entity, any compensation or employee benefit plans, programs, policies, agreements or other arrangements, whether or not “employee benefit plans” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA, including bonus, cash or equity-based incentive, deferred compensation, stock purchase, health, medical, dental, disability, accident, life insurance, or vacation, paid time off, perquisite, fringe benefit, severance, change of control, retention, employment, sepa...