Employment Arrangements Sample Clauses

Employment Arrangements. (a) As soon as reasonably practicable following the date hereof, Buyer Parent shall extend written offers of "at-will" employment to be effective as of the Closing Date to each Employee of the Seller listed on Schedule 5.8(a) hereof (the "Designated Employees"), which offers shall be contingent upon the Closing and shall include (i) the benefits to such Designated Employee set forth in this Section 5.8, Section 5.11 and Schedule 5.11(b) (including any vesting or pricing terms applicable to such Buyer Options) and (ii) the same salary that such Designated Employee is currently paid by the Seller. Seller shall use its best efforts to cause each of the Designated Employees to accept such offers. (b) To the extent that any Founder or Designated Employee may be bound by any agreement, policy or understanding with Seller that would in any way limit or restrict the rights of Buyer or Buyer Parent to confidential information of Seller or inhibit any Founder or Designated Employee from accepting employment with Buyer, Seller hereby waives and shall not assert, enforce or otherwise exercise its right under any such agreement, policy or understanding against any Founder or Designated Employee. (c) Each Founder and Designated Employee who accepts and commences employment with Buyer Parent as of the Closing Date (each a "Continuing Employee" and collectively, the "Continuing Employees"), upon hire by Buyer Parent, shall be subject to the standard human resources policies and procedures of Buyer Parent in effect from time to time and shall be subject to Buyer Parent's standard employee leveling criteria as of March 2002. Buyer Parent covenants and agrees that to the extent permitted by applicable law, the Continuing Employees shall be entitled to benefits which are available or subsequently become available to the employees of Buyer Parent, and on a basis consistent with the applicable human resources compensation policies, of Buyer Parent. For purposes of satisfying the terms and conditions of such plans, Buyer Parent shall give full credit of eligibility, vesting or benefit accrual to the extent possible under such plans and applicable law for each Continuing Employee's period of service with Seller prior to the Closing Date. (d) Any claims or expectancies of any Employees of Seller, and in the case of the Continuing Employees only to the extent such claims or expectancies have been incurred or accrued on or prior to the Closing Date, shall remain liabilities of Selle...

Employment Arrangements. Dentist shall have terminated his or her employment agreement and executed an employment agreement ("Employment Agreement") with the Practice in form and substance attached hereto as EXHIBIT 7.8 and otherwise satisfactory to Dentist and Pentegra.

Employment Arrangements. Section 3.15 of the Meridian Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian employees involved in the ownership or operation of the Meridian Assets or the conduct of the Meridian Business (the "Meridian Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Meridian has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian Employee, other than those listed or described in Section 3.15 of the Meridian Disclosure Schedule. Except as described in Section 3.15 of the Meridian Disclosure Schedule, (i) none of the Meridian Employees is now, or, to Meridian's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organization, and Meridian is not, and has never been, a party to any labor or other collective bargaining agreement with respect to any of the Meridian Employees, (ii) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Meridian nor any of such employees is now, or, to Meridian's knowledge, has since January 1, 1993 been, subject to or involved in or, to Meridian's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Meridian Employees. Meridian has performed in all Material respects all obligations required to be performed under all Employment Arrangements and is not in Material breach or violation of or in Material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Company shall have terminated, and caused each shareholder of Company that has an existing employment agreement with Company to have terminated his or her employment agreement with Company and shall have executed an employment agreement ("Employment Agreement") with the Practice in form and substance attached hereto as EXHIBIT 7.8 and otherwise satisfactory to Company and Pentegra.

Employment Arrangements. Contributor shall have terminated, and caused each shareholder of Contributor that has an existing employment agreement with Contributor to have terminated his or her employment agreement with Contributor and shall have executed an employment agreement ("Employment Agreement") with Contributor in form and substance attached hereto as EXHIBIT 7.8 and otherwise satisfactory to Contributor and Pentegra.

Employment Arrangements. 13 7.9 CONSENTS AND APPROVALS. . . . . . . . . . . . . . . . . . . . . . . . . . 13 7.10

Employment Arrangements. Any increase in compensation, bonus, deferred compensation, stock options or other consideration of any employee or director other than in the ordinary course of business consistent with past practice.

Employment Arrangements. Except as set forth as Item 3.20 of the Company Disclosure Schedule hereto, the Company has no employment or consulting agreements or arrangements, written or oral, which are not terminable at the will of the Company, or any pension, profit-sharing, option, other incentive plan, or any other type of employment benefit plan as defined in ERISA or otherwise, or any obligation to or customary arrangement with employees for bonuses, incentive compensation, vacations, severance pay, insurance or other benefits. No employee of the Company is in violation of any employment agreement or restrictive covenant.

Employment Arrangements. (a) At the sole discretion of Parent, each Person who is an employee of the Company immediately prior to the Closing Date may be offered “at-will” employment by Parent to be effective as of the Closing Date upon execution of (X) an Employee Invention, Confidentiality, Non-Solicitation, and Noncompetition Agreement, (Y) Business Ethics Policy and (Z) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, each in Parent’s standard form. Such “at-will” employment arrangements will (i) be set forth in a welcome letter (each, a “Welcome Letter”), (ii) have terms, including the position, salary and responsibilities of such employee, to be determined by Parent in its sole discretion, and (iii) supersede any prior employment agreements and other arrangements with such employee in effect prior to the Closing Date. Each employee of the Company who remains an employee of Parent after the Closing Date shall be (upon signing the Company’s standard form agreements referenced above) an at-will employee and referred to hereafter as a “Continuing Employee.” Continuing Employees shall be eligible to receive benefits consistent with Parent’s applicable human resources policies and shall receive credit for years of employment with Parent commencing as of the date of employment with the Company. Parent shall make commercially reasonable efforts to bring all Continuing Employees onto its 401(k) plan by January 1, 2007 or as soon as practicable after Closing. Until such time as all Continuing Employees are covered by Parent’s health insurance and 401(k) plans, Parent shall cause the Surviving Entity to continue to maintain the Company’s comparable benefits currently in effect. (b) The Company shall terminate the employment of each Terminating Employee no later than immediately prior to the Closing Date. The Company shall use commercially reasonable efforts to cause each Terminating Employee to execute and return a valid release and waiver (a “Terminating Employee Release”), in form and substance reasonably acceptable to Parent, which release shall include an allowance for the payment of a cash severance to such Terminating Employee (notwithstanding but in lieu of any other severance policies of the Company or Parent in effect at such time other than the Change in Control Plan) in an amount equal to a number of weeks of such employee’s salary as of the time of such termination equal to (x) two plus (y) the number of full years that such employee has been continually employed by the Company as of the Closing or...