Employee Related Matters. The parties agree that the provisions of Schedule 1 shall apply in respect of certain employee and share scheme related matters.
Employee Related Matters. Parent may offer certain employees of the Acquired Corporations as of the date of this Agreement who are also employees of the Acquired Corporations immediately prior to the Effective Time employment by the Parent after the Effective Time, and each such offer shall be in the form of an individual offer letter prepared in accordance with Parent's customary form (such letter to confirm such employee's initial position, compensation, location and reporting relationship). Those employees of the Acquired Corporations that continue to be employees of Parent or any of its affiliates, including the Acquired Corporations, following the Closing (the "Continuing Employees") and, if applicable, their eligible dependents, shall, subject to any necessary transition period and the terms of such plans, be immediately eligible to participate in Parent's health, vacation, employee stock purchase, 401(k) and other plans, to the same extent as comparably situated employees of Parent. Each such Continuing Employee shall receive credit under Parent's employee benefit plans for purposes of eligibility to participate under such plans for years of service with the Acquired Corporations prior to the Effective Time, and Parent shall use commercially reasonable efforts to cause any and all pre-existing condition limitations and evidence of insurability requirements under any group health plans of Parent in which such employees and, if applicable, their eligible dependents shall participate to be waived and shall use commercially reasonable efforts to provide credit for any co-payments and deductibles prior to the Closing Date for purposes of satisfying any applicable deduction, out-of-pocket or similar requirements under any such plans that may apply after the Closing Date. Parent shall pay to the Eligible Employees (as defined below) up to an aggregate of $10,000,000 in cash (the "Contingent Employee Amount") subject to the following terms and conditions: Subject to any right of setoff that Parent may be entitled to exercise (pursuant to Section 9.5 or otherwise), and subject to the other provisions of this Section 5.4(b): if the Actual Q4 2003 Net Bookings are equal to or greater than $1,900,000, then Parent shall pay to each Eligible Employee on a date selected by Parent on or prior to February 28, 2004 cash in an amount equal to such Eligible Employee's Percentage Allocation in the amount equal to the product of (A) $125,000 multiplied by (B) the quotient of (I) the Actual Q4 200...
Employee Related Matters. Supplier shall:
Employee Related Matters. (a) From and after the Closing, Purchaser will ensure that the Corporation and the Subsidiaries will:
Employee Related Matters. 19 ARTICLE 7.
Employee Related Matters. Purchaser and Seller agree that all employees of Seller are the responsibility of Seller and Purchaser shall assume no Liabilities with respect to any employees of Seller.
Employee Related Matters. At Seller’s expense, Seller shall:
Employee Related Matters. Parent shall offer to employees of the Company as of the date of this Agreement who are also employees of the Company immediately prior to the Effective Time employment by the Parent after the Effective Time, and each such offer shall be in the form of an individual offer letter prepared in accordance with Parent's customary form (such letter to confirm such employee's initial position, compensation, location and reporting relationship). Those employees of the Company that continue to be employees of Parent or any of its affiliates, including the Company, following the Closing shall, subject to any necessary transition period and the terms of such plans, be immediately eligible to participate in Parent's health, vacation, employee stock purchase, 401(k) and other plans, to the same extent as comparably situated employees of Parent and shall receive credit under all Parent's benefit plans for time served as an employee of the Company (it being agreed that such credit shall not apply with respect to the vesting schedule of any stock options granted by Parent to such employees other than Company Options assumed by the Parent pursuant to Section 1.6).
Employee Related Matters. (a) Each pension plan maintained by the Guarantor or any of its subsidiaries complies in all material respects with all applicable statutes and governmental rules and regulations. The Guarantor and each of its subsidiaries has satisfied their respective funding obligations as required by applicable law for all pension plans maintained by them. All tax returns and reports required to be filed by or with respect to the Guarantor’s and each of its subsidiaries’ pension plans in all applicable jurisdictions have been filed. Such plans are (to the extent required under applicable law, rule or regulation) registered under, and are in compliance with, applicable federal legislation and all reports, returns and filings required to be made thereunder have been made. Such plans have been at all times administered in accordance with their terms and the provisions of applicable law. Neither the Guarantor nor any of its subsidiaries has incurred a liability in connection with the winding-up of a pension plan or the withdrawal from a multiemployer plan which would have a Material adverse effect on the properties, business, profits or condition (financial or otherwise) of the Guarantor and each of its subsidiaries taken as a whole or impair the ability of the Guarantor or any of its subsidiaries to perform its respective obligations contained in the Guarantee Agreement and the Security Documents to which the Guarantor is a signatory. There are no controversies pending or, to the knowledge of the Guarantor, threatened or anticipated between the Guarantor and any of its employees which would have a material adverse effect on the properties, business, profits or condition (financial or otherwise) of the Guarantor or any of its subsidiaries or would materially impair the ability of the Guarantor or any of its subsidiaries to perform its obligations contained in the Guarantee Agreement and the Security Documents to which the Guarantor is a signatory and there are no material labor disputes, grievances, arbitration proceedings or any strikes, work stoppages or slow downs pending or, to the Guarantor’s knowledge, threatened by the Guarantor’s employees and representatives.
Employee Related Matters. The Parties acknowledge and agree that the Company maintains a 401(k) plan administered by Guideline, Inc. (the “401(k) Plan”) as of the Closing Date. The Parties agree that the 401(k) Plan will not be amended to adversely affect 401(k) Plan participants or terminated after the Closing without the prior written consent of the Sellers; provided, however, the Company shall be entitled to terminate the 401(k) Plan and replace it with a 401(k) plan provided by the Company, Buyer or any affiliate of the Buyer which shall provide substantially similar or better benefits to employees of the Company as those provided by the 401(k) Plan without the prior written consent of the Seller. The Parties further acknowledge and agree that Company employees have accrued vacation as of the Closing Date and such employees shall retain all such accrued vacation immediately after the Closing Date (the “Retained Accrued Vacation”).
