Offered Employees. At least 80% of the Offered Employees to whom Buyer shall have extended offers of employment on or prior to the date that is two weeks following the date hereof provided that Buyer received from Seller all information reasonably requested by Buyer with respect to the Offered Employees, shall (A) be employees of Seller or one of Seller’s Subsidiaries immediately prior to the Closing, (B) have accepted offers in writing of employment with Buyer (or any of Buyer’s Subsidiaries) which shall be effective as of the Closing, which accepted offers of employment shall not have been repudiated or otherwise rejected by such employee, and (C) not have notified Seller or any of its Subsidiaries, or Buyer (or any of Buyer’s Subsidiaries) that such Person has a present intent to leave the employ of Buyer (or any of Buyer’s Subsidiaries) shortly after Closing; provided that, in the event Buyer or one of its Subsidiaries does not make written offers to one or more Offered Employees (excluding for this purpose the Key Employees) on the terms set forth in Article 8, or following the acceptance of a written offer of employment by an Offered Employee (excluding for this purpose the Key Employees), Buyer (or any of its Subsidiaries) amends in a manner that is materially detrimental to the Offered Employee or withdraws such offer of employment, the applicable Offered Employees shall nevertheless be deemed to have accepted offers of employment with Buyer and shall be included in the calculation above; provided further, that any Offered Employee who dies or becomes permanently disabled or is terminated by Seller or any of its Subsidiaries for cause prior to the Closing Date shall no longer be considered an Offered Employee.
Offered Employees. Within 10 Business Days of the date hereof, Purchaser will make offers of employment to the Offered Employees in accordance with Applicable Law and to become effective as of the Closing Date. Such offers of employment will be on terms and conditions, including pay, position, responsibility and benefits, including equity incentive arrangements and restricted stock units, that are substantially comparable to the terms and conditions provided to such Offered Employees by Parent and/or its Affiliates on the date hereof and for employment at a work location within a 10-mile radius of the location where such Offered Employees are permanently providing services with respect to the Company’s business as conducted. No later than eight (8) Business Days prior to delivering such offers of employment to the Offered Employees, Purchaser will provide the material terms of such offers to Seller and Purchaser will consider in good faith any comments provided by Seller. Parent or its Affiliates may terminate the employment of any Offered Employee who does not become a Transferred Employee on the Closing Date, provided that Parent will be entitled to prompt reimbursement from Purchaser of any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates but only with respect to any Offered Employee who both (i) does not receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements set forth in this Section and (ii) does not become a Transferred Employee on the Closing Date. For the avoidance of doubt, should an Offered Employee (A) receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements set forth in this Section and (B) does not become a Transferred Employee, Parent or its applicable Affiliate will bear the costs associated with any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates. (e)
Offered Employees. 125 Off-the-Shelf Software.............................. 24 Order ......................................................... 25
Offered Employees. (a) Schedule 4.28(a) contains a complete and accurate list of the names of the Employees, as well as the following information for each: (i) hire or engagement date; (ii) job title or project description and responsibility; (iii) current base salary or hourly wage rate or other compensation (as applicable); (iv) target annual incentive bonus opportunity (if applicable, or if no target exists, prior year incentive bonus); (v) accrued vacation and paid time-off (if applicable); (vi) rate of vacation (if applicable); (vii) leave status (if applicable) and amount of service credit recognized (if applicable) for purposes of those Company Plans for which service credit is relevant for purposes of determining vesting, eligibility or level or duration of benefits.
Offered Employees. At least eighty (80%) of the Offered Employees offered employment shall have accepted, in writing, Bxxxx’s offer of employment.
Offered Employees. (a) Flex Semi and each Vendor covenants and agrees to work with and provide all commercially reasonable assistance to the Purchasers in procuring the employment by the Purchasers of the Offered Employees.
Offered Employees. Assuming there has been no material reduction in the Business prior to the Closing, Purchaser shall deliver, in writing, an offer of employment (on an “at will” basis and for compensation substantially comparable to that in effect at Closing) to those Employees, who shall constitute not less than 85% of current Employees, identified by Purchaser on a schedule to be delivered to Seller no later than ten Business Days prior to the Closing to commence such employment immediately upon the Closing Date. Such individuals who accept such offer by the Closing Date are hereinafter referred to as the “Offered Employees.” Subject to applicable Laws, on and after the Closing Date, Purchaser shall have the right to dismiss any or all Offered Employees at any time, with or without cause, and to change the terms and conditions of their employment (including compensation and employee benefits provided to them). All employees of Seller shall be terminated by Seller on or prior to the Closing Date and Seller shall pay when due all amounts due to employees in connection with such termination.
Offered Employees. Prior to the Closing, the Chief Executive Officer of each of Parent and of Buyer shall mutually agree on a minimum list of Business Employees other than any Leave Employees to be offered employment with Buyer by Buyer (the “Offered Employees”). The Sellers shall provide all reasonable assistance to Buyer and its Subsidiaries in connection with the offers of employment to the Offered Employees contemplated by the preceding sentence. Those Offered Employees who accept employment from Buyer or one of its Subsidiaries pursuant to the offers of employment made pursuant to this Section 9.1 and commence employment with Buyer or one of its Subsidiaries as of the Closing (or such later date with respect to the Leave Employees), shall be referred to herein collectively as “Transferred Employees.”
Offered Employees. No more than two of the Offered Employees who agreed to be interviewed for employment by Buyer shall have rejected offers of employment with Buyer. (i)
Offered Employees. At least 85% of the Offered Employees (excluding for this purpose the Key Employees) and at least sixteen (16) of the nineteen (19) Offered Employees identified with a double asterisk on Section 5.15(a)(i) of the Sellers Disclosure Schedule shall (A) be employees or independent contractors of Sellers (or one of Sellers’ Subsidiaries) immediately prior to the Closing, (B) have accepted offers in writing of employment or service with Buyers (or any of Buyers’ Subsidiaries) effective as of the Closing, which accepted offers of employment or service shall not have been repudiated or otherwise rejected by such employee or independent contractor, and (C) not have notified Sellers (or any of Sellers’ Subsidiaries) or Buyers (or any of Buyers’ Subsidiaries) that such Person will leave the employ or service of Buyers (or any of Buyers’ Subsidiaries) shortly after Closing; provided that, in the event Buyers do not make written offers to one or more Offered Employees (excluding for this purpose the Key Employees) on the terms set forth in Article 9, or following the acceptance of a written offer of employment or service by an Offered Employee (excluding for this purpose the Key Employees), Buyer (or any of its Subsidiaries) amends or withdraws such offer of employment or service in any respect, the applicable Offered Employees shall nevertheless be deemed to have accepted offers of employment or service with Buyers and shall be included in the calculation above.
