Retention of Key Employees. All the persons listed in EXHIBIT "3.17" shall either be employees of the Company as of the Closing and to the best of the Company's knowledge, have not informed them that they intend to leave the Company, or if an employee has left the Company or intends to leave the Company, the latter has notified the Purchaser of same.
Retention of Key Employees. Purchaser shall have been given the opportunity to approach and negotiate with all employees of the Company and the Subsidiaries in an effort to persuade them to continue in the employ of the Company or any of the Subsidiaries following the Closing, and Purchaser, in its sole discretion, shall be satisfied with the arrangements made to ensure that following the Closing the Company and the Subsidiaries will retain the services of their key employees.
Retention of Key Employees. None of the Key Employees shall have been involuntarily terminated, voluntarily terminated his or her employment, or communicated any intention of voluntarily terminated his or her employment following the Closing.
Retention of Key Employees. GROWTH shall have received legal or other assurances reasonably satisfactory to it that the key executive and technical employees of NEAH shall have elected to continue their employment with NEAH subsequent to the Effective Time of the Merger; it being understood, however, that any such commitments shall be contingent upon the timely consummation of the GROWTH Financings.
Retention of Key Employees. The Learning Annex hereby covenants and agrees that it shall use best efforts from the date hereof until the Closing Date to retain all key employees of The Learning Annex, including, without limitation, Xxxxx Xxxxxxxx and Xxxx Xxxxx. The Learning Annex shall promptly, and in any event within 48 hours, notify GHS in writing if any The Learning Annex key employee on the date hereof ceases to be an employee of The Learning Annex, or if any The Learning Annex key employee on the date hereof informs any officer of The Learning Annex that he or she will terminate his or her employment or engagement with The Learning Annex.
Retention of Key Employees. By Buyer by written notice to Seller if Xxxxx is not reasonably satisfied with arrangements made to ensure that following the Closing Company will retain the services of each of not more than ten employees of the Business identified to Seller by Xxxxx in writing not later than 7 days after the date hereof; provided, however, that Xxxxx's termination right set forth in this clause (f) shall expire and be of no further force and effect as of 5:00 p.m. San Francisco Time on the day that is two weeks after the date hereof.
Retention of Key Employees. All the persons listed in Exhibit "3.17" shall either continue to be employed by the Company as of the First Closing date or to the Company's knowledge, if an employee has left or intends to leave the Company, Company has notified Purchaser of same.
Retention of Key Employees. MedPartners and the Subsidiary hereby agree that ASG shall be permitted to pay cash compensation in an aggregate amount not to exceed one of the annual "Target Payouts" payable to Scotx X. Xxxcy pursuant to his employment agreement with ASG had the Merger been consummated on December 29, 1997 (which in any event he had planned to distribute to certain ASG employees) to certain key employees of ASG (other than Mr. Mercy) in order to induce such key employees to remain in the employ of ASG until consummation of the Merger. MedPartners and the Subsidiary further agree that such payment shall not constitute a breach of ASG's performance of any of its obligations pursuant to the Plan of Merger. The parties agree that the foregoing is not intended to modify the terms of Mr. Mercy's employment agreement with ASG.
Retention of Key Employees. Buyer's obligation to close shall be conditioned on, among other things, the retention of certain employees of the Company, specifically (i) Xxxxxxxx Xxxxxx and (ii)
Retention of Key Employees. The Company agrees that each of the Key Employees shall remain employed by the Surviving Corporation or Itron through April 15, 2004 (the "Retention Date"). If a Key Employee does not remain employed by the Surviving Corporation or Itron through the Retention Date, the Company Shareholders shall indemnify Itron, and Itron and the Shareholders' Representatives shall instruct the Escrow Agent to deduct from Escrow and make immediately payable to Itron, an amount equal to the lesser of the amount then remaining in the Escrow or either, (a) in the case of a Key Employee who is also a Founder, an amount equal to 250% of the base salary paid to such Key Employee during the immediately preceding twelve (12) months or (b) in the case of a non-Founder Key Employee, an amount equal to 125% of the base salary paid to such Key Employee during the immediately preceding twelve (12) months; provided, however, that no such payment shall be due with respect to a particular Key Employee's departure prior to the Retention Date if such departure is (i) with Good Reason, (ii) the result of termination without Cause or (iii) the result of the death or disability of such Key Employee. Payment to Itron from the Escrow in accordance with this Section 6.13 shall be Itron's sole remedy for the departure of any Key Employee.
