Offer of Employment. To the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Ac...
Offer of Employment. The Bank agrees to, and hereby does, continue the employment of Employee at Bank in an executive capacity. In that capacity, Employee shall be answerable to the Board of Directors of the Bank and such other officers of Wesbanco, the parent company of the Bank, as the Board of Directors of Wesbanco shall direct. Employee shall perform such duties, compatible with his employment under the Agreement, as the Bank, and Wesbanco, from time to time may assign to him.
Offer of Employment. (a) Prior to the Closing Date, except as otherwise provided in this Section 2.1, Buyer shall have made offers of employment applicable to each Business Employee, provided that Buyer shall not be required to make an offer of employment to the Selected Employees. Prior to the Closing Date, Seller shall provide Buyer with a list of the Business Employees to whom such offers of employment shall be made, which list may be subject to modification but shall be final as of the date immediately prior to the Closing Date and is attached hereto as Exhibit A.
Offer of Employment. Schedule 4.14(a) contains a list of all Affected Employees of Sellers as of the date stated in such schedule. Schedule 4.14(a) shall be updated by Sellers immediately prior to the Closing Date to reflect changes in the Fremont Employees and any changes to Schedule 10.1(a). On the Closing Date, Metatec Acquisition shall offer employment to all those Affected Employees who were employed at the Fremont Facility on the day immediately preceding the Closing Date (the "Fremont Employees") and to those Affected Employees who were employed at the Menomonie Facility immediately preceding the Closing Date who are listed on Schedule 10.1(a) (such schedule to be updated upon the mutual agreement of the parties) (the "Selected Menomonie Employees"). The offer of employment shall involve an at will employment relationship, shall include similar job responsibilities as those under which the Affected Employees were employed immediately prior to the Closing Date; and Metatec Acquisition shall offer employment at a rate of base pay equal to the employee's base pay from Sellers as in effect on the date immediately prior to the Closing Date, plus an amount such that the employee's before-tax base pay from Metatec Acquisition will be six percent greater than the employee's before-tax base pay from Sellers and such rate of pay shall not be reduced during the 12 month period immediately following the Closing Date except in connection with a pay rate adjustment equally affecting substantially all of the employees of Metatec and its Affiliates. Each Fremont Employee and each Selected Menomonie Employee who accepts any such offer of employment shall be referred to herein as a "Hired Employee." Effective as of the Closing Date, Metatec Acquisition shall establish benefit plans covering Hired Employees which provide those benefits described in Schedule 10.1(b) in addition to any benefits specifically described in this Article X. If Metatec Acquisition terminates the employment of a Hired Employee without cause, then Metatec Acquisition shall pay severance benefits in accordance with and in the amount specified in the table listed in Schedule 10.1(c). The obligations of Metatec Acquisition set forth in this Section 10.1 shall not apply to any Contract Employees. Notwithstanding any other provisions of this Article X, subject to the agreement expressly set forth above prohibiting reductions in pay rates during the 12-month period following the Closing Date, the Metatec Companies shall ...
Offer of Employment. Purchaser shall offer employment on and as of Closing, on an at-will basis, to all Employees (except as indicated on Schedule 1.23) in substantially similar jobs, at the same base salaries or wages and substantially the same benefits as were paid or provided by Seller immediately prior to the Closing Date.
Offer of Employment. The Board, pursuant to the applicable provisions of the New York State Education Law, and in accordance with a resolution duly moved, seconded and adopted at a meeting held on June 18, 2012, hereby offers to employ the Superintendent as the superintendent of schools of the District upon the terms and conditions set forth in this Contract.
Offer of Employment. A successful applicant will receive a letter offering employment and providing, among other information, name, starting date, employment unit, salary, tenure or non-tenure status, credit towards tenure, and principal place of employment.
Offer of Employment. (a) The parties hereto intend that there shall be continuity of employment with respect to all of the employees of the Business. Subject to Purchaser's (or its Affiliates') ordinary ninety-day orientation period, Purchaser shall offer employment at will, commencing on the Closing Date, to all employees, including those on vacation, leave of absence or disability, who were employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser on the Closing Date shall hereafter be referred to as "TRANSFERRED EMPLOYEES." The parties hereto agree that nothing in this Agreement shall limit Purchaser's ability after the Closing Date to modify or terminate (i) the employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employee.
Offer of Employment. 25.6 If the Transfer Regulations do not apply to any person who is an Authority Employee (save for those who object to the transfer of their employment pursuant to Regulation 4(7) of the Transfer Regulations or otherwise resign or treat their employment as terminated), DBFM Co shall offer to, or shall procure the offer by the relevant Service Provider to each and every such employee, a new contract of employment commencing on the Relevant Service Transfer Date under which their terms and conditions including full continuity of employment shall not differ from those enjoyed by them immediately prior to the Relevant Service Transfer Date (except insofar as such terms and conditions relate to an occupational pension scheme). This offer of employment shall be in writing, shall be open to acceptance for a period of not less than ten (10) Business Days and shall be made:
Offer of Employment. Subject to and in accordance with the provisions of this Section 5.9, Purchaser will offer employment to all employees other than , who are employed in the Business as of the date of this Agreement (such employees to receive offers of employment are referred to as the “Offer Recipients”). The Company has delivered to Purchaser a list setting forth the names, home addresses, compensation levels, stock option position, if any, and job titles of all Offer Recipients. Prior to the Closing, Purchaser, after notice to the Company as to the timing and method of contact, shall have the right to contact each of the Offer Recipients for the purposes of making offers of employment with Purchaser to be effective after the Closing Date and receiving written acceptances of such employment (in each case contingent on consummation of the transactions contemplated by this Agreement). Upon Closing, Purchaser shall hire all Offer Recipients who accept such offer in the manner and within the time frame reasonably established by Purchaser. Each such employee who is employed by the Company on the Closing Date and who actually transfers to employment with Purchaser at or after the Closing Date as a result of an offer of employment made by Purchaser is hereafter referred to as a “Transferred Employee.” On a periodic basis following the date hereof and prior to the Closing, Purchaser shall advise the Company of its intentions with respect to Offer Recipients it desires to extend or has extended offers to and the general status of discussions with such employees.
