Termination of Company Employment Arrangements Sample Clauses

Termination of Company Employment Arrangements. Prior to the Closing, the Company shall terminate, and/or shall cause each Subsidiary to terminate, the employment or consulting services of each individual who Parent does not expect to continue his or her services with Parent, the Surviving Subsidiary or one of their respective Subsidiaries until Closing. Effective as of no later than immediately prior to the Closing, the Company shall, and/or shall cause each Subsidiary to, as applicable, pay, all severance pay or benefits (including to any acceleration of vesting) to such Employee prior to the Closing.
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Termination of Company Employment Arrangements. Prior to the Closing, the Company and each of its Subsidiaries shall terminate the employment or consulting services of each individual who Parent expects to be a Non-Continuing Employee, effective as of no later than immediately prior to the Closing.
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Termination of Company Employment Arrangements. Prior to the Closing and subject to applicable law, the Company shall terminate, and/or shall cause each Subsidiary to terminate, the employment or consulting services of each individual who Parent timely advises the Company in writing that it expects to not be a Continuing Employee, effective, subject to applicable law, as of no later than immediately prior to the Closing, and the Company shall, and/or shall cause each Subsidiary to, as applicable, pay, any severance pay or benefits (including to any acceleration of vesting) owed to such employees prior to the Closing (subject to applicable law) and use commercially reasonable efforts to obtain a valid and enforceable general release of claims in a form reasonably acceptable to Parent from each individual whom Parent timely advises the Company in writing that it expects not to be a Continuing Employee; provided, however, that in no event shall the Company or any Subsidiary be required to pay or provide to any such employee any severance pay or benefit beyond that to which such employee may have otherwise received pursuant to DataXu Severance Pay Policy dated January 1, 2015. The costs of any severance pay or benefits (including acceleration of vesting) due to any individual whom Parent expects to not be a Continuing Employee are to be borne solely by the Company.
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Termination of Company Employment Arrangements. Prior to the Closing Date, Parent shall extend offers of employment to all employees of the Company to become Continuing Employees (the “Offered Employees”). Prior to the Closing, the Company shall terminate the employment of each Non-Continuing Employee, effective as of no later than immediately prior to the Closing, and the Company shall provide separation and release agreements and pay all severance, accrued vacation or other benefits (including but not limited to any acceleration of vesting) to such Non-Continuing Employees prior to the Closing (such amounts “Non-Continuing Employees Severance Amounts”).
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Termination of Company Employment Arrangements. Prior to the Closing, the Company and each of its Subsidiaries shall terminate the employment or consulting services of each individual who Parent expects to be a Non-Continuing Employee, effective as of no later than immediately prior to the Closing. Parent shall pay all severance pay or benefits (including but not limited to any acceleration of vesting) to such Non-Continuing Employees prior to the Closing, to the extent such Non-Continuing Employee was not offered employment by Parent or its Affiliates prior to Closing. The Company shall pay all severance pay or benefits (including but not limited to any acceleration of vesting) to all other such Non-Continuing Employees prior to the Closing.
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Related to Termination of Company Employment Arrangements

  • 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.

  • Termination of Employment Agreements Any and all Employment Agreements entered into between the Company or any of its Subsidiaries and the Executive prior to the date of this Agreement are hereby terminated.

  • Prior Employment Agreements The Executive represents that he/she has not executed any agreement with any previous employer which may impose restrictions on Executive’s employment with the Employer.

  • Termination of Employee Plans The Company shall have provided Parent with evidence, reasonably satisfactory to Parent, as to the termination of the benefit plans referred to in Section 5.9.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any of its directors, officers or employees or those of its subsidiaries or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (1) for normal individual increases in compensation to employees (other than executive officers or directors) in the ordinary course of business consistent with past practice, (2) for other changes that are required by applicable law and (3) to satisfy Previously Disclosed contractual obligations.

  • Employee Benefit Plans; Employment Agreements Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

  • Compensation; Employment Agreements 16 5.15 Noncompetition, Confidentiality and Nonsolicitation Agreements; Employee Policies...... 16 5.16

  • Prior Employment Agreement Effective as of the Agreement Date, this Agreement supersedes any prior employment agreement between the Employee and the Company.

  • Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.

  • Severance Arrangements Grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person (other than payments or acceleration that have been disclosed to Acquirer and are set forth on Schedule 4.2(q) of the Company Disclosure Letter);

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