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- stand...
Transferred Employees. (a) At least five (5) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.”
Transferred Employees. Purchaser shall offer employment, to be effective as of the Closing Date and contingent upon the Closing, on terms to be determined by Purchaser, except to the extent such terms are otherwise set forth in the Transaction Agreements, to all Employees (collectively, the “Transferred Employees”), except those who are listed on Schedule 8.1. As of the Closing, Purchaser will hire each Transferred Employee who accepts, prior to Closing, the offer of employment extended to such individual by Purchaser, as of the date of hire which shall be specified in the written offer from the Purchaser and which date of hire shall be treated as the Closing Date as to that Transferred Employee for all purposes of this Agreement. The parties acknowledge and agree that it is not the intention of the parties that any contracts of employment of any employees of Seller shall be assumed by Purchaser as a result of the Transaction. Seller shall use reasonable efforts to (i) encourage the Transferred Employees to continue their employment with Seller until Closing and thereupon to accept employment with Purchaser and (ii) assist Purchaser in employing Transferred Employees; provided, however, Seller shall not be responsible for the acceptance rate of employment offers extended to Transferred Employees.
Transferred Employees. (this applies to employees transferring within the bargaining unit or transferring into or out of a bargaining unit position) name, social security number, date of job transfer, position the employee is transferring from and into, new hire information for those employees new to the bargaining unit.
Transferred Employees. (a) At least fifteen (15) calendar days prior to the Closing Date and effective as of the Closing Date, Purchaser agrees that it shall offer employment to all Branch Employees (it being understood that offers of employment will be made to such employees of Seller or its Affiliates then working at the Branches and will also be subsequently extended to any individuals subsequently hired for employment at the Branches prior to the Closing Date), and will employ each Branch Employee who has not declined such offer, effective as of the Closing Date (or, with respect to a Branch Employee who is on (x) disability leave at the Closing Date, who actively commences employment with Purchaser within 180 calendar days after the Closing Date, or (y) military leave at the Closing Date, who actively commences employment with Purchaser within the time period mandated by applicable law, in each case effective as of the date such Branch Employee actively commences employment with Purchaser). On and after the Closing Date, each Branch Employee employed by Purchaser, as of the first day of such Branch Employee’s active employment with Purchaser or one of its Affiliates, shall be defined as a “Transferred Employee” for purposes of this Agreement. Each Transferred Employee’s employment with Seller shall cease as of the applicable Transfer Date. Subject to the provisions of this Section 8.7, Transferred Employees shall be subject to the employment terms, conditions and rules applicable to other similarly situated employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Branch Employee or Transferred Employee. For a period of three years following the Closing Date, Seller shall not, directly or through an affiliate or entity or otherwise, solicit for employment any Transferred Employee; provided, however, that nothing shall be deemed to prohibit Seller and/or its Affiliates from (i) using general solicitations not targeted at Transferred Employees (including, without limitation, job announcements in newspapers and industry publications or on the Internet), (ii) using employee search firms, so long as such employee search firms are not advised by Seller or its Affiliates after the date hereof to engage in targeted solicitations of Transferred Employees, (iii) discussing employment with any Transferred Employee who contacts Seller and/or its Affiliates independently without any solicitation by Seller or its Af...
Transferred Employees. Those individuals who are employed by the Seller or any of the Seller Subsidiaries as of the Effective Time shall be hereinafter referred to as the “Transferred Employees.”
Transferred Employees. Prior to the Closing, Purchaser shall deliver, in writing, an offer of employment to each of the employees who remain employed immediately prior to the Closing by any of the Sellers or their Subsidiaries to commence immediately following the Closing; provided that any offer of employment shall be contingent on the Closing actually occurring. Each such offer of employment shall be at the same salary or hourly wage rate and position in effect immediately prior to the Closing. Such individuals who accept such offer by the Closing Date are hereinafter referred to as the “Transferred Employees.”
Transferred Employees. Subject to the provisions of this Section 4.12, all employees immediately prior to the Effective Time who are employed by Parkvale or the Bank immediately following the Effective Time ("Transferred Employees") will be covered by the employee benefit plans of Parkvale and/or the Bank on substantially the same basis as any employee of Parkvale and/or the Bank in a comparable position. Notwithstanding the foregoing, Parkvale may determine to continue any of the Advance Plans for Transferred Employees in lieu of offering participation in the benefit plans of Parkvale and/or the Bank providing similar benefits (e.g., medical and hospitalization benefits), to terminate or suspend any of the Advance Plans, or to merge any such Benefits Plans with the benefit plans of Parkvale and/or the Bank, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parkvale and/or the Bank generally. Except as specifically provided in this Section 4.12 and as otherwise prohibited by law, Transferred Employees service with Advance or Advance Savings shall be recognized as service with Parkvale or the Bank for purposes of eligibility to participate and vesting, if applicable (but not for purposes of benefit accrual) under the benefit plans of Parkvale and/or the Bank, subject to applicable break-in-service rules. However, notwithstanding anything to the contrary herein, Transferred Employees shall not be eligible to participate in the Parkvale Financial Corporation Employee Stock Ownership Plan until the plan year commencing in 2005. Notwithstanding anything herein to the contrary, after the Effective Time, (x) any amendment to, or grant of additional benefits under, any Advance Plan, including stock based plans (but not including the Advance ESOP or Advance 401(k) plan), which continues to exist subsequent to the Effective Time, shall require the prior consent of Parkvale, and (y) Parkvale may cause any of the Advance Plans which continue to exist, including stock based plans, to be amended in order to provide that employees of Parkvale or the Bank may be participants in such plans.