Employees Clause Samples

Employees. (a) Neither the Company nor any Subsidiary, as applicable, has received prior to the date of this Agreement written notice from a Key Employee that such Key Employee intends to terminate his or her employment with the Company or a Subsidiary. All Key Employees of the Company or a Subsidiary based in the U.S. are either U.S. citizens or permanent resident aliens or are otherwise authorized to be lawfully employed in the United States. A copy of the current version of each policy manual and handbook provided to or governing the employees of the Company or any Subsidiary, and copies of the application forms currently being used by the Company or any Subsidiary in connection with the hiring of new employees, have been made available to Parent or Buyer. (b) Neither the Company nor any Subsidiary is subject to any collective bargaining agreement or similar Contract. In the past six years, with respect to the Company or the Subsidiaries, there has not been, and to Sellers' Knowledge there is not now Threatened: (i) any strike, slowdown, picketing, work stoppage, lockout, union organizational activity or other labor dispute or Proceeding (excluding routine employee internal complaints, workers' compensation and similar routine employee claims); (ii) any application, complaint or charge filed by an employee with any Governmental Body; or (iii) any application, petition or demand for recognition or certification of a collective bargaining agent. (c) Other than with respect to the Employee Benefit Plans or as provided in applicable employee manuals or handbook, neither the Company nor any Subsidiary is a party to any Contract with any present or former director, officer, employee, agent or consultant with respect to length, duration or conditions of employment or engagement (or the termination thereof), salaries, bonuses, compensation, deferred compensation (as defined in Code §409A or otherwise), health Insurance, severance, any other form of remuneration or otherwise. (d) Neither the Company nor a Subsidiary has in the last three years effectuated a “plant closing” or “mass layoff” (as defined in the WARN Act) affecting any single site of employment (as defined in the WARN Act). None of the employees of the Company or any Subsidiary will have suffered an “employment loss” under the WARN Act in the six months prior to the Closing Date. (e) The Company and each Subsidiary has made all required payments to its unemployment compensation reserve accounts with the approp...

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any 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 interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Compa...

Employees. It shall not have any employees (other than officers and directors to the extent they are employees).

Employees. (i) No member of management of the Company or any Material Subsidiary has notified the Company or such Material Subsidiary in writing that such individual plans to terminate his or her employment with the Company or such Material Subsidiary. (ii) Each of the Company and each Material Subsidiary is, and since the Lookback Date, has been, in compliance in all material respects with all material Laws and contracts relating to the employment of labor (collectively, “Employment Laws”). (iii) There are no unfair labor practice charges or any other material charges, claims, actions, suits, complaints, proceedings, orders, audits, investigations or material claims pertaining to, or alleging violation of, any Employment Laws (A) pending or (B) threatened in writing, in each case, against or involving the Company or any of the Company Subsidiaries that would reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. (iv) The Company and each Material Subsidiary (A) have paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants, including all wages due for all regular and overtime hours worked according to the applicable wage and hour laws of the jurisdictions in which the employees work and (B) have provided all employees with earned rest breaks and meal periods, if applicable, in all material respects in accordance with the Laws of the jurisdictions in which the employees work and any agreements with such employees. (v) Except as would not result in a material liability to the Company or any Company Subsidiary, the Company and each Company Subsidiary have properly completed and maintained Form I-9s on all employees to the extent required by applicable Laws. There has not been, since the Lookback Date, any labor strike, lockout, picketing, work slowdown, work stoppage or material labor dispute actually pending or, to the Knowledge of the Company, threatened against or involving the Company or any of the Company Subsidiaries, as applicable. No labor organization represents any employees of the Company or any of the Company Subsidiaries or represents any consultants or contingent or leased workers of the Company or any of the Company Subsidiaries concerning terms and conditions of their engagement to provide services to the Company or any of the Company Subsidiar...

Employees. (a) Subject, and in addition, to the requirements imposed by applicable local Law, from and after the Closing, Menlo shall, or shall cause its applicable Affiliate (including the Surviving Company following the Closing) to honor all change of control and severance plans, policies, practices, or arrangements that are both (i) in effect as of immediately prior to the Closing and (ii) listed on Schedule 5.17(a) of either the Foamix Disclosure Letter or the Menlo Disclosure Letter, in each case, in accordance with their terms as in effect immediately prior to the Closing. Notwithstanding the foregoing, nothing will prohibit Menlo or any of its Affiliates (including the Surviving Company following the Closing) from amending or terminating any Menlo Benefit Plan, Foamix Benefit Plan, or any other compensation or severance arrangements in accordance with their terms or if otherwise permitted by applicable Law. (b) Menlo shall, or shall cause its applicable Affiliate (including the Surviving Company following the Closing), for the period commencing from the Closing Date and ending on the first anniversary of the Closing Date provide to each employee of Menlo and Foamix who continues employment with Menlo or any of its Affiliates (including the Surviving Company) following the Closing (each a “Continuing Employee”) with (i) annual base salary or base wage rate, as applicable, and cash target incentive compensation opportunities (excluding equity incentives), in each case, that are no less favorable than the annual base salary or base wage rate, as applicable, and cash target incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing, (ii) severance compensation and benefits that are no less favorable than the severance compensation and benefits that such Continuing Employee would have received under (x) if the Continuing Employee was an employee of Menlo as of immediately prior to the Closing, the applicable Menlo Benefit Plan listed on Schedule 5.17(a) of the Menlo Disclosure Letter or (y) if the Continuing Employee was an employee of Foamix as of immediately prior to the Closing, the applicable Foamix Benefit Plan listed on Schedule 5.17(a) of the Foamix Disclosure Letter, in each case, upon a similar termination of employment immediately prior to the Closing and (iii) defined contribution retirement and health and welfare benefits that are substantially comparable in the aggregate to the defined contribution retire...

Employees. (a) Subject to Section 5.16, the Company will, during the period from the date of this Agreement through the Effective Time, use commercially reasonable efforts in consultation with NetRatings to retain existing employees of the Company through the Effective Time and following the Merger. During such period, the Company will reasonably cooperate with NetRatings in NetRatings' efforts to (i) cause each of the employees of the Company identified by NetRatings to execute an offer letter in the form provided by NetRatings covering such employee's employment with the Company, effective if and when the Closing occurs, and (ii) cause each of the employees of the Company to execute and deliver to the Company an Assignment of Inventions and Non-Disclosure Agreement in the form provided by NetRatings. (b) On or as soon as practicable following the Closing Date, all employees of the Company, and, as of their respective hire dates with the Company or NetRatings or any of their respective subsidiaries, all employees of ACN and its affiliates who are Dedicated Employees (as defined in the Services Agreement) and who following the Closing Date become employees of the Company or NetRatings or any of their respective subsidiaries as contemplated by the Services Agreement (collectively, the "Company Employees"), shall be entitled to participate in all employee benefit plans, programs and arrangements maintained by NetRatings for the benefit of similarly situated employees as of the Closing Date or such hire date, as applicable (the "NetRatings Plans"). From and after the Closing Date, or, with respect to Dedicated Employees, their respective hire dates with the Company or NetRatings or any of their respective subsidiaries, NetRatings shall, to the extent permitted by the NetRatings Plans as of the Closing Date, cause the NetRatings Plans to (i) credit the Company Employees with all of the years and months of service they had been credited with under any comparable plan in which such Company Employees participated prior to the Closing Date or hire date (as applicable), (ii) waive any pre-existing condition of the Company Employees for purposes of any employee welfare plan (within the meaning of Section 3(1) of ERISA) maintained by NetRatings to the extent such condition was covered under the applicable plan maintained by the Company, and (iii) recognize expenses and claims that are incurred by a Company Employee in the year in which the Closing Date or hire date (as applicab...

Employees. (a) Subject to compliance with applicable Law and in accordance with the provisions of this Section 1.07, Purchaser shall make offers of employment to be effective as of the Closing Date to each Business Employee. Each offer of employment to such a Business Employee shall be consistent with the pertinent provisions of Section 6.06. (b) Subject to the terms of any relevant CBA, any Business Employee accepting an offer of employment who is not actively at work on the Closing Date by reason of (i) long-term disability leave or (ii) short-term disability or other authorized leave of absence if such short-term disability or authorized leave is expected to extend more than thirty days beyond the Closing Date (each of clause (i) and clause (ii), “Extended Leave”) shall be eligible to become an employee of Purchaser only if such Business Employee returns from such Extended Leave within six months following the Closing Date or thereafter if there is a legal obligation on the part of Seller or Purchaser to employ such Business Employee upon his or her return from any such Extended Leave, in which case such Business Employee shall be eligible to commence employment with Purchaser as of the date the Business Employee returns from such Extended Leave, rather than the Closing Date, and Seller shall retain financial responsibility (x) for each such Business Employee on such an Extended Leave at the Closing Date until the date such employee becomes an employee of Purchaser in accordance with the foregoing provisions of this Section 1.07(b) and (y) for long-term disability coverage, in accordance with the methodology set forth in Section 1.07(b) of the Seller Disclosure Letter, for each Business Employee who (A) becomes a Transferred Employee as of the Closing Date but is on short-term disability leave at such time, (B) seeks long-term disability coverage and (C) has not reported to work with Buyer prior to seeking long-term disability coverage. (c) If any Transferred Employee requires a work permit or employment pass or other approval for his or her employment to continue with Purchaser following the Closing, Purchaser and Seller shall use commercially reasonable efforts to ensure that any necessary applications are promptly made and to secure the necessary permit, pass or other approval. Purchaser and Seller shall comply with all applicable Laws relating to notification of works councils, unions and relevant governmental bodies and negotiations with works councils and/or...

Employees. (a) The employment of all employees of Seller employed in connection with the Acquired Assets will be terminated by Seller as of the Closing Date. It is Purchaser’s intention and Purchaser may, but shall be under no obligation to, offer employment to any or all eligible employees of Seller employed in connection with the Acquired Assets. If Purchaser offers employment to such employees, the salary offered (including any bonus) will be no less favorable than the current salary paid to such employees on the date immediately preceding the Closing Date and with benefits no less favorable in any material respects than the benefits provided by Purchaser to its own similarly situated employees (the “Employment Offer”). Purchaser shall not assume any of Seller’s employment Liabilities that have accrued on or before the Closing Date, including without limitation unpaid FICA, FUTA, unemployment Tax, pension or profit-sharing plan contributions, employee fringe benefits, Liabilities under the WARN Act, severance benefits, bonuses, vacation time or pay or incentive programs of any type, nor shall Purchaser acquire any interest in or obligation under any pension, profit sharing, retirement or other plan of Seller. Seller shall retain all severance obligations, if any, to its employees. Seller shall retain all Liabilities relating to any Employee Benefit Plan. (b) Seller or Seller’s ERISA Affiliate shall maintain a Health Plan after the Closing Date and provide continuation of health coverage pursuant to COBRA for all M&A Qualified Beneficiaries. “M&A Qualified Beneficiaries” means each individual who is a “qualified beneficiary” whose “qualifying event” occurred prior to or in connection with the sale of the Acquired Assets and who is, or whose qualifying event occurred in connection with, a covered employee whose last employment prior to the qualifying event was associated with the Acquired Assets being sold. (The terms within quotes are as defined in COBRA and its related regulations). On the Closing Date, all Business Employees and Key Business Employees hired by Purchaser shall become employees of Purchaser and not of Seller.

Employees. 20.1 The Supplier agrees that it will not, without the prior written consent of the British Council, whether directly or indirectly, and whether alone or in conjunction with, or on behalf of, any other person during the Term or for a period of six (6) months following termination, solicit or entice, or endeavour to solicit or entice away from the British Council any person employed by the British Council and involved directly in the receipt or use of the Services.