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.
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Samples: Asset Purchase Agreement (Integrated Device Technology Inc)
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 Before the Closing, (B) have accepted offers in writing AGCO shall, or shall cause a Company Employer to, offer employment, the forms of employment with Buyer (or any of Buyer’s Subsidiaries) which shall be effective as subject to the approval of the ClosingTrimble (provided, 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 (approval is not unreasonably withheld, conditioned or delayed), but in 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 be consistent with the terms set forth in Article 8Section 8.1(h) below, or following to all Business Employees other than (i) the acceptance of a written Automatic Transferred Employees, (ii) the Transferred Employing Subsidiary Employees and (iii) the Secondment Employees (all such Business Employees other than those specified in (i), (ii) and (iii) shall be defined as the “Offered Employees”). Those Offered Employees who accept such offer of employment from the applicable Company Employer, with such acceptance effective as of the Closing (or such later date as may be required by an Offered Employee (excluding for this purpose the Key Employeesapplicable Law or otherwise agreed upon by Trimble and AGCO), Buyer and commence employment with the applicable Company Employer immediately following the Closing (or any of its Subsidiaries) amends in a manner that is materially detrimental to the Offered Employee such later date as may be required by applicable Law or withdraws such offer of employmentotherwise agreed upon by Trimble and AGCO), the applicable Offered along with all Automatic Transferred Employees shall nevertheless be deemed to have accepted offers of employment with Buyer and Transferred Employing Subsidiary Employees, shall be included in defined as the calculation above“Transferred Employees”; provided furtherprovided, that that, subject to any more favorable requirements under applicable Law or any Business Labor Agreement, any Offered Employee who dies is on an approved leave of absence at the time Closing occurs shall remain employed by Trimble or becomes permanently disabled an applicable Employing Subsidiary immediately following the Closing, and shall not become a Transferred Employee unless, and at such time as, such employee is willing and able to return to work within nine (9) months of the Closing, provided, that such employee accepted an offer of employment from the Company or is terminated by Seller or any of its Subsidiaries for cause prior a Company Employer as set forth herein. The Parties acknowledge and agree to the Closing Date shall no longer be considered an Offered Employeeterms of Schedule 8.1(d).
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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 Before the Closing, (B) have accepted offers in writing AGCO shall, or shall cause a Company Employer to, offer employment, the forms of employment with Buyer (or any of Buyer’s Subsidiaries) which shall be effective as subject to the approval of the ClosingTrimble (provided, 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 (approval is not unreasonably withheld, conditioned or delayed), but 106 in 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 be consistent with the terms set forth in Article 8Section 8.1(e) below, or following to all Business Employees other than (i) the acceptance of a written Automatic Transferred Employees, (ii) the Transferred Employing Subsidiary Employees and (iii) the Secondment Employees (all such Business Employees other than those specified in (i), (ii) and (iii) shall be defined as the “Offered Employees”). Those Offered Employees who accept such offer of employment from the applicable Company Employer, with such acceptance effective as of the Closing (or such later date as may be required by an Offered Employee (excluding for this purpose the Key Employeesapplicable Law or otherwise agreed upon by Trimble and AGCO), Buyer and commence employment with the applicable Company Employer immediately following the Closing (or any of its Subsidiaries) amends in a manner that is materially detrimental to the Offered Employee such later date as may be required by applicable Law or withdraws such offer of employmentotherwise agreed upon by Trimble and AGCO), the applicable Offered along with all Automatic Transferred Employees shall nevertheless be deemed to have accepted offers of employment with Buyer and Transferred Employing Subsidiary Employees, shall be included in defined as the calculation above“Transferred Employees”; provided furtherprovided, that that, subject to any more favorable requirements under applicable Law or any Business Labor Agreement, any Offered Employee who dies is on an approved leave of absence at the time Closing occurs shall remain employed by Trimble or becomes permanently disabled an applicable Employing Subsidiary immediately following the Closing, and shall not become a Transferred Employee unless, and at such time as, such employee is willing and able to return to work within nine (9) months of the Closing, provided, that such employee accepted an offer of employment from the Company or is terminated by Seller or any of its Subsidiaries for cause prior to the Closing Date shall no longer be considered an Offered Employeea Company Employer as set forth herein.
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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 Before the Closing, (B) have accepted offers in writing AGCO shall, or shall cause a Company Employer to, offer employment, the forms of employment with Buyer (or any of Buyer’s Subsidiaries) which shall be effective as subject to the approval of the ClosingTrimble (provided, 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 (approval is not unreasonably withheld, conditioned or delayed), but in 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 be consistent with the terms set forth in Article 8Section 8.1(e) below, or following to all Business Employees other than (i) the acceptance of a written Automatic Transferred Employees, (ii) the Transferred Employing Subsidiary Employees and (iii) the Secondment Employees (all such Business Employees other than those specified in (i), (ii) and (iii) shall be defined as the “Offered Employees”). Those Offered Employees who accept such offer of employment from the applicable Company Employer, with such acceptance effective as of the Closing (or such later date as may be required by an Offered Employee (excluding for this purpose the Key Employeesapplicable Law or otherwise agreed upon by Trimble and AGCO), Buyer and commence employment with the applicable Company Employer immediately following the Closing (or any of its Subsidiaries) amends in a manner that is materially detrimental to the Offered Employee such later date as may be required by applicable Law or withdraws such offer of employmentotherwise agreed upon by Trimble and AGCO), the applicable Offered along with all Automatic Transferred Employees shall nevertheless be deemed to have accepted offers of employment with Buyer and Transferred Employing Subsidiary Employees, shall be included in defined as the calculation above“Transferred Employees”; provided furtherprovided, that that, subject to any more favorable requirements under applicable Law or any Business Labor Agreement, any Offered Employee who dies is on an approved leave of absence at the time Closing occurs shall remain employed by Trimble or becomes permanently disabled an applicable Employing Subsidiary immediately following the Closing, and shall not become a Transferred Employee unless, and at such time as, such employee is willing and able to return to work within nine (9) months of the Closing, provided, that such employee accepted an offer of employment from the Company or is terminated by Seller or any of its Subsidiaries for cause prior to the Closing Date shall no longer be considered an Offered Employeea Company Employer as set forth herein.
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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 Before the Closing, (B) have accepted offers in writing AGCO shall, or shall cause a Company Employer to, offer employment, the forms of employment with Buyer (or any of Buyer’s Subsidiaries) which shall be effective as subject to the approval of the ClosingTrimble (provided, 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 (approval is not unreasonably withheld, conditioned or delayed), but in 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 be consistent with the terms set forth in Article 8Section 8.1(h) below, or following to all Business Employees other than (i) the acceptance of a written Automatic Transferred Employees, (ii) the Transferred Employing Subsidiary Employees and (iii) the Secondment Employees (all such Business Employees other than those specified in (i), (ii) and (iii) shall be defined as the “Offered Employees”). Those Offered Employees who accept such offer of employment from the applicable Company Employer, with such acceptance effective as of the Closing (or such later date as may be required by an Offered Employee (excluding for this purpose the Key Employeesapplicable Law or otherwise agreed upon by Trimble and AGCO), Buyer and commence employment with the applicable Company Employer immediately following the Closing (or any of its Subsidiaries) amends in a manner that is materially detrimental to the Offered Employee such later date as may be required by applicable Law or withdraws such offer of employmentotherwise agreed upon by Trimble and AGCO), the applicable Offered along with all Automatic Transferred Employees shall nevertheless be deemed to have accepted offers of employment with Buyer and Transferred Employing Subsidiary Employees, shall be included in defined as the calculation above“Transferred Employees”; provided furtherprovided, that that, subject to any more favorable requirements under applicable Law or any Business Labor Agreement, any Offered Employee who dies is on an approved leave of absence at the time Closing occurs shall remain employed by Trimble or becomes permanently disabled or an applicable Employing Subsidiary immediately following the Closing, and shall not become a Transferred Employee unless, and at such time as, such employee is terminated by Seller or any willing and able to return to work within nine (9) months of its Subsidiaries for cause prior to the Closing Date shall no longer be considered an Offered Employee.Closing, provided,
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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 Before the Closing, (B) have accepted offers in writing AGCO shall, or shall cause a Company Employer to, offer employment, the forms of employment with Buyer (or any of Buyer’s Subsidiaries) which shall be effective as subject to the approval of the ClosingTrimble (provided, 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 (approval is not unreasonably withheld, conditioned or delayed), but 107 in 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 be consistent with the terms set forth in Article 8Section 8.1(e) below, or following to all Business Employees other than (i) the acceptance of a written Automatic Transferred Employees, (ii) the Transferred Employing Subsidiary Employees and (iii) the Secondment Employees (all such Business Employees other than those specified in (i), (ii) and (iii) shall be defined as the “Offered Employees”). Those Offered Employees who accept such offer of employment from the applicable Company Employer, with such acceptance effective as of the Closing (or such later date as may be required by an Offered Employee (excluding for this purpose the Key Employeesapplicable Law or otherwise agreed upon by Trimble and AGCO), Buyer and commence employment with the applicable Company Employer immediately following the Closing (or any of its Subsidiaries) amends in a manner that is materially detrimental to the Offered Employee such later date as may be required by applicable Law or withdraws such offer of employmentotherwise agreed upon by Trimble and AGCO), the applicable Offered along with all Automatic Transferred Employees shall nevertheless be deemed to have accepted offers of employment with Buyer and Transferred Employing Subsidiary Employees, shall be included in defined as the calculation above“Transferred Employees”; provided furtherprovided, that that, subject to any more favorable requirements under applicable Law or any Business Labor Agreement, any Offered Employee who dies is on an approved leave of absence at the time Closing occurs shall remain employed by Trimble or becomes permanently disabled an applicable Employing Subsidiary immediately following the Closing, and shall not become a Transferred Employee unless, and at such time as, such employee is willing and able to return to work within nine (9) months of the Closing, provided, that such employee accepted an offer of employment from the Company or is terminated by Seller or any of its Subsidiaries for cause prior to the Closing Date shall no longer be considered an Offered Employeea Company Employer as set forth herein.
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