CRC Employees Sample Clauses

CRC Employees. Each OPC RSU that is outstanding and held by a CRC Group Employee as of immediately prior to the Effective Time (a “CRC Employee RSU”) shall, upon the Effective Time, be terminated at the Effective Time with the holder thereof entitled to receive, as soon as practicable following the Effective Time, (i) a number of CRC RSAs granted pursuant to the CRC New Equity Plan equal to the CRC Share Number and (ii) a payment from CRC with respect to any cash dividend equivalents that have accrued under such CRC Employee RSU and which remain unpaid as of the Effective Time (which payment shall (x) be determined based upon the level of performance assumed for purposes of determining the related CRC Share Number and (y) occur in no event later than March 15 of the calendar year following the calendar year in which the Effective Time occurs). Other than as described in the preceding sentence, following the Effective Time, the CRC RSAs shall remain subject to substantially the same terms and conditions as applicable to the CRC Employee RSU prior to the Effective Time (including vesting); provided, however that (A) if the CRC Employee RSU was subject to both time-based and performance-based vesting conditions immediately prior to the Effective Time, then from and after the Effective Time the vesting of such CRC RSAs shall continue to be subject to the time-based vesting conditions based upon continued service with the CRC Group and such CRC RSAs shall include such performance-based vesting conditions, if any, as may be determined by the OPC Committee in its sole discretion (which performance-based vesting conditions may be applicable to some recipients of such CRC RSAs and not other such recipients), and (B) such CRC RSAs shall have such other rights as are generally applicable to other CRC RSAs (including, without limitation, any such rights relating to voting and dividends).
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CRC Employees. Each OPC SAR, whether or not exercisable, that is outstanding and held by a CRC Group Employee as of immediately prior to the Effective Time (a “CRC Employee SAR”) shall, upon the Effective Time, be converted into a stock appreciation right granted under the CRC New Equity Plan with respect to a number of shares of CRC Common Stock equal to the CRC Share Number (a “CRC SAR”) with a xxxxx xxxxx per share of CRC Common Stock equal to (i) the xxxxx xxxxx of the relevant OPC SAR as of the Effective Time divided by (ii) the CRC Equity Award Ratio, rounded up to the nearest whole cent. Each CRC SAR described in the preceding sentence shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding CRC Employee SAR immediately prior to the Effective Time (including vesting); provided, however, that from and after the Effective Time, the vesting and exercisability of each CRC SAR shall be determined based upon continued service with the CRC Group rather than the OPC Group.
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CRC Employees. Each OPC LTI Mixed-Settlement Unit that is outstanding, unvested and held by a CRC Group Employee as of immediately prior to the Effective Time (a “CRC Employee Mixed-Settlement Unit”) shall, upon the Effective Time, be converted into an award of incentive units granted under the CRC New Equity Plan with respect to a number of shares of CRC Common Stock equal to the CRC Share Number (a “CRC MSU”). Each CRC MSU described in the preceding sentence shall be subject to substantially the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding CRC Employee Mixed-Settlement Unit immediately prior to the Effective Time (including vesting and the form of settlement (except that CRC Common Stock shall be substituted for OPC Common Stock)); provided, however, that from and after the Effective Time, the vesting of each CRC MSU shall be determined based upon continued service with the CRC Group rather than the OPC Group.
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CRC Employees. Each CRC Group Employee who is the holder of outstanding, unvested OPC RSAs immediately prior to the Effective Time (a “CRC Employee RSA”) shall receive from OPC, upon the Initial Distribution being made, such number of shares of CRC Common Stock (which shares shall then immediately and automatically be deemed exchanged for restricted shares of CRC Common Stock under the CRC New Equity Plan, each a “CRC RSA”) as determined by applying the Distribution Ratio in the same way as if such outstanding OPC RSAs were fully vested and transferable shares of OPC Common Stock as of the Effective Time (rounded up to the nearest whole share), and, upon the Effective Time, such CRC Employee RSA shall be cancelled and such holder shall be entitled to receive, as soon as practicable following the Effective Time, an additional CRC RSA covering a number of restricted shares of CRC Common Stock under the CRC New Equity Plan equal to the difference between (i) the CRC Share Number and (ii) the number of shares of CRC Common Stock covered by the CRC RSA received upon the Initial Distribution with respect to such CRC Employee RSA. The CRC RSAs described in the preceding sentence that relate to a particular CRC Employee RSA may be issued as a single award under the CRC New Equity Plan, and each such CRC RSA shall be subject to substantially the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding CRC Employee RSA immediately prior to the Effective Time (including vesting); provided, however, that from and after the Effective Time, (x) any time-based vesting conditions applicable to the CRC RSA shall be determined based solely upon continued service with the CRC Group rather than the OPC Group and (y) if the CRC Employee RSA was subject to performance-based vesting conditions immediately prior to the Effective Time, then the CRC RSA shall include such performance-based vesting conditions, if any, as may be determined by the OPC Committee in its sole discretion (which performance-based vesting conditions may be applicable to some recipients of CRC RSAs and not other such recipients).
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CRC Employees. Each OPC Phantom Share Unit that is outstanding and held by a CRC Group Employee as of immediately prior to the Effective Time (a “CRC Employee Phantom Share Unit”) shall, upon the Effective Time, be terminated at the Effective Time with the holder thereof entitled to receive, as soon as practicable following the Effective Time, (i) a number of phantom share units (including dividend equivalent rights) with respect to CRC Common Stock (“CRC Phantom Share Units”) granted pursuant to the CRC New Equity Plan equal to the CRC Share Number and (ii) a payment from CRC with respect to any cash dividend equivalents that have accrued under such CRC Employee Phantom Share Unit and which remain unpaid as of the Effective Time (which payment shall occur in no event later than March 15 of the calendar year following the calendar year in which the Effective Time occurs). Other than as described in the preceding sentence, following the Effective Time, the CRC Phantom Share Units shall remain subject to substantially the same terms and conditions as applicable to the CRC Employee Phantom Share Unit prior to the Effective Time (including vesting).
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CRC Employees. Rather than participate in the Initial Distribution, each OPC RSA that is outstanding, unvested and held by a CRC Group Employee as of immediately prior to the Effective Time (a “CRC Employee RSA”) shall be cancelled upon the Effective Time and such holder shall be entitled to receive as soon as practicable following the Effective Time, a number of restricted shares of CRC Common Stock under the CRC New Equity Plan equal to the CRC Share Number (a “CRC RSA”). Each CRC RSA described in the preceding sentence shall be subject to substantially the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding CRC Employee RSA immediately prior to the Effective Time (including vesting); provided, however, that from and after the Effective Time, (i) any time-based vesting conditions applicable to the CRC RSA shall be determined based solely upon continued service with the CRC Group rather than the OPC Group and (ii) if the CRC Employee RSA was subject to performance-based vesting conditions immediately prior to the Effective Time, then the CRC RSA shall include such performance-based vesting conditions, if any, as may be determined by the OPC Committee in its sole discretion (which performance-based vesting conditions may be applicable to some recipients of CRC RSAs and not other such recipients).
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CRC Employees. Each OPC LTI Cash Award that is outstanding and held by a CRC Group Employee as of immediately prior to the Effective Time (a “CRC Employee
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Related to CRC Employees

  • Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.

  • Former Employees Newco shall have no Liability with respect to (1) Former Employees or (2) as provided in the Transaction Agreement, former employees of JBG or its Affiliates who had a termination event on or prior to the Closing, in each case, regardless of when such Liability arises. Vornado shall retain Liability, if any, with respect to Former

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Active Employees At or before the Effective Time, New Ceridian shall, or shall cause its Subsidiaries to, employ or continue to employ each New Ceridian Employee who, at the time such action is taken, is actively employed. Any employment agreement between New Ceridian and such an employee shall (i) supersede any employment agreement between such employee and the Corporation and (ii) release the Media Information Indemnitees from all Liabilities and responsibility with respect to any Employment Related Claims arising prior to the Effective Time or in connection with the transactions contemplated by this Agreement or the Distribution Agreement. Any employment agreement between the Corporation and a New Ceridian Employee shall, as of the Effective Time and subject to any contrary provisions of such agreement, be deemed to be assigned to New Ceridian.

  • Other Employees Except as may be required in the performance of Employee’s duties hereunder, Employee shall not cause or induce, or attempt to cause or induce, any person now or hereafter employed by the Company or any of its affiliates to terminate such employment. This obligation shall remain in effect while Employee is employed by the Company and for a period of one (1) year thereafter.

  • Non-U.S. Employees If the Executive is a foreign national, located outside the United States, not compensated from a payroll maintained in the United States, or otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, the Committee may apply or interpret the terms and conditions of this Award in a manner that, in the Committee’s judgment, may be necessary or desirable to comply with such legal or regulatory provisions.

  • Affected Employees Affected Employees" shall mean employees of the Seller who are employed by Buyer immediately after the Closing Date.

  • Seller's Employees Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

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