Offer Employees Sample Clauses

Offer Employees. (i) With respect to Business Employees who are not Company Employees nor Automatic Transfer Employees as of the Closing, where local employment or other Laws do not provide for the automatic transfer of Business Employees upon the transfer of a portion of the Business (or in any jurisdiction where local employment or other Laws do provide for the automatic transfer of employees upon the transfer of a portion of the Business but for any reason any relevant Business Employee does not transfer automatically by operation of law) (each such Business Employee, an “Offer Employee”), then Buyer shall, or shall cause one of its Affiliates to (A) at least twenty (20) days prior to the Closing (or any longer period of time required by applicable Law), offer employment in writing to (i) each Offer Employee located in North America and (ii) Offer Employee located outside North America and listed on Schedule 2.2, (B) allow each such Offer Employee seven days (or, if longer than seven days, the period of time required by local Law) to consider such offer and (C) notify Sellers in a reasonable timeframe with respect to whether each such offer has been accepted or rejected; provided, however, with respect to any such Business Employee who is on short-time (or short-term) disability leave as of the Closing Date, if such Business Employee subsequently becomes eligible for long-term disability benefits with respect to the disabling event occurring pre-Closing, then the Seller shall be solely responsible for the long-term disability benefits for such individual Business Employee (including taking any actions as are necessary to provide coverage for such Business Employee under any Seller Benefit Plan providing long-term disability benefits). For the avoidance of doubt, the Sellers or their applicable Affiliate (other than the Company) shall retain the employment of any Offer Employee to whom Buyer or its applicable Affiliate offers employment and who is on long-term disability leave as of the Closing Date, and shall be solely responsible for the provision of compensation and benefits to and all other costs and liabilities incurred of any such employee unless and until they are able to return to active employment with Buyer within the six month (or other legally required) period set forth above.
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Offer Employees. Purchaser may extend offers of employment (which may be for employment with Purchaser or any of its Affiliates) to certain Employees whose employment does not transfer (each employee that receives an offer, an “Offer Employee).
Sample 1Sample 2
Offer Employees. For each SpinCo Employee employed in a jurisdiction where there is no SpinCo Entity authorized to provide employment in such jurisdiction as of immediately prior to the Distribution Time (each, an “Offer Employee”), Merger Partner shall, or shall cause one of its Subsidiaries to, effective as of the Closing, (i) if such employment automatically transfers by operation of Law (including under the ARD), accept the automatic transfer of employment of such SpinCo Employee by operation of Law or (ii) if such employment does not automatically transfer by operation of Law, provide to such SpinCo Employee a written offer of employment with Merger Partner or any of its then existing Subsidiaries. All such offers shall (A) comply with the requirements set forth in, and provide for compensation and benefits on terms that are consistent with, Section 2.4 of this Agreement and (B) set forth other terms that satisfy all requirements of applicable Law and are sufficient to avoid triggering redundancy, severance, termination or similar entitlements in connection with the transfer of employment from a member of the Company Group to a member of the SpinCo Group. Any offer of employment to a SpinCo Leave Employee will be made in accordance with Section 2.3(c) below. Any offers of employment provided pursuant to this Section 2.3(b) shall be subject to advance review and comment by the Company and Xxxxxx Partner shall consider the comments of the Company in good faith.
Sample 1
Offer Employees. The first sentence of Section 7.05(a)(iii) of the Purchase Agreement is hereby deleted and replaced in its entirety with the following: As soon as reasonably practicable (but in any event no later than fifteen (15) days following the Closing Date), the Purchaser shall offer employment, effective no later than thirty (30) days following the Closing Date, to all Offer Employees who are actively at work on the Closing Date (each, an “Active Offer Employee”) and the Purchaser shall be liable for, and shall reimburse and indemnify the Seller with respect to, all costs and expenses incurred by the Seller in connection with the employment of such Offer Employees during the period beginning on the Closing Date and ending on the earlier of (x) the date the Offer Employees transfer employment to Purchaser (such date, the “Transfer Time”) and (y) such 30th day following the Closing Date. Notwithstanding the foregoing, the Purchaser shall not be liable for, and shall not reimburse or indemnify the Seller with respect to any amount due in connection with the employment of such Offer Employee as the result of the willful misconduct or unlawful activity of the Seller or its agents (for the avoidance of doubt, any liabilities that arise as a result of an action or an omission by the Purchaser shall be borne solely by the Purchaser and the Seller shall have no liability in connection therewith). Prior to the applicable Transfer Time, an Offer Employee who remains employed shall be for all purposes considered an employee of Seller.
Sample 1
Offer Employees. Pursuant to and in accordance with Section 5.12(f), Purchaser may make offers of employment to such Business Employees selected by Purchaser in its sole discretion (each such individual to whom Purchaser makes an offer, an “Offer Employee”). For the avoidance of doubt, nothing herein shall be construed as a representation or guarantee by the Company that any Offer Employee will accept the offers of employment, or offers to continue or accept employment, with Purchaser.
Sample 1
Offer Employees. With respect to each Business Employee who is employed by Parent or one of its Affiliates (other than a Transferred Entity) and who does not become a Transferred Business Employee pursuant to Section 6.1(b) or Section 6.1(c) (an “Offer Employee”), no later than twenty (20) days prior to the Closing Date, Purchaser shall, or shall cause one of its Affiliates to, make a written offer of employment, effective as of the Closing Date, on terms and conditions consistent with the requirements of this Article VI and applicable Law, to each Offer Employee. Each such offer shall be subject to the prior review and comment of Parent and Purchaser shall consider Parent’s comments in good faith.
Sample 1
Offer Employees. Pursuant to and in accordance with Section 6.15(f), Buyer (i) shall make offers of employment to each Key Employee and (ii) may make offers of employment to each other Business Employee selected by Buyer in its sole discretion (each individual described in clauses (i) and (ii), an “Offer Employee”). For the avoidance of doubt, nothing herein shall be construed as a representation or guarantee by Seller that any Offer Employee will accept the offers of employment, or offers to continue or accept employment, with Buyer.
Sample 1
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Related to Offer Employees

  • TIME EMPLOYEES 61.01 Definition Part-time employee means an employee whose weekly scheduled hours of work on average are less than those established in Article 24 (Hours of Work) but not less than those prescribed in the Federal Public Sector Labour Relations Act.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • New Employees a) The Employer agrees to acquaint new employees with the fact that a Union Agreement is in effect and with the conditions of employment set out in the Articles dealing with Union Security and Dues Check-Off.

  • Former Employees All Employees terminating service with the Employer during the Plan Year and who have satisfied the eligibility requirements based on the terms of the Employer's accumulated benefits plans checked below (select all that apply; leave blank if no exclusions):

  • Shift Employees Employees who work rotating shift patterns or those who work qualifying shifts shall be entitled, on completion of 12 months employment on shift work, to up to an additional 5 days annual leave, based on the number of qualifying shifts worked. The entitlement will be calculated on the annual leave anniversary date. Qualifying shifts are defined as a shift which involves at least 2 hours work performed outside the hours of 8.00am to 5.00pm, excluding overtime. Number of qualifying shifts per annum Number of days additional leave per annum 121 or more 5 days 96 – 120 4 days 71 – 95 3 days 46 – 70 2 days 21 – 45 1 day

  • Business Employees Certain of the Company's employees ("Bargaining Unit Employees") are represented by the International Association of Machinists and Aerospace Workers District No. 70 (the "Union"). The Union and the Company are parties to a collective bargaining agreement effective June 19, 1995 through June 14, 1998 (the "Collective Bargaining Agreement"). Buyer does not agree to assume the Collective Bargaining Agreement. Instead, prior to the Effective Time, Buyer will consult with the Union regarding modifications desired by Buyer to the Collective Bargaining Agreement to become effective at such time as Buyer becomes a successor employer under the National Labor Relations Act. At Buyer's election exercised by notice to the Company at the Closing, Buyer shall either (i) enter into a new collective bargaining agreement with the Union incorporating the modifications agreed to by the Buyer and the Union; or (ii) offer employment to substantially all Bargaining Unit Employees conditioned upon their acceptance of initial terms and conditions of employment as established by Buyer; provided, however, that any such initial terms and conditions of employment shall include the Bargaining Unit Employee's wage rate at the time of Closing. Buyer represents to the Company that following the Closing it will comply with any obligations Buyer may have under the National Labor Relations Act to recognize the Union. With respect to all other employees of the Business at the Effective Time (other than employees who were represented by the Union prior to the Effective Time), all such employees shall become employees of Buyer (it being understood that Buyer is not making any commitment to maintain such employees as employees for any specific period of time or at any specific pay or benefit levels, but at their base hourly or salaried pay rates at the Effective Time). With respect to all employees of the Business who become employees of the Buyer at the Effective Time, Buyer shall thereupon be solely responsible for all pay and benefits with respect to such employees for services rendered after the Effective Time. With respect to all employees of the Business at the Effective Time, Buyer shall also pay or otherwise satisfy all properly accrued and disclosed vacation, holiday and sick time due to employees of the Business at the Effective Time. After the Effective Time, Buyer shall also be responsible for any "COBRA" obligations for any current or former employees of the Business and their dependents. Buyer agrees to assume full responsibility for compliance with any plant closing or similar laws, including WARN Act notices, if any, which may be required as a result of employment losses caused by the transactions provided for herein or by reason of any events occurring at or after the Effective Time.

  • Active Employees Active Employees who have not terminated service during the Plan Year and who meet the following requirements (select all that apply; leave blank if no exclusions):

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

  • Affected Employees 6.8(a) Affiliate............................................................ 5.1(a)(iii) Agreement............................................................

  • Rehired Employees Amounts forfeited upon termination of employment because of the failure to meet the applicable vesting requirements shall not be reinstated or re-credited if an individual is subsequently rehired or re-employed by the School Corporation. However, if the Board shall have approved a leave of absence of not more than one (1) fiscal year for an employee, such period of leave shall not result in forfeiture provided the employee shall promptly return to employment following the expiration of the period of the leave.

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