Certain Employee Matters Sample Clauses
Certain Employee Matters. (a) The Surviving Corporation, in its sole discretion, shall either continue the current employee benefits of the Company and its subsidiaries or shall provide the employees of the Company and its subsidiaries (each, a "COMPANY EMPLOYEE") with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time.
(b) With respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participate.
(c) Within 10 Business Days prior to the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA.
(d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In connection with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all empl...
Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB and its Subsidiaries have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claim.
(b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.
Certain Employee Matters. (a) Seller shall, and (with respect to employees located in Canada) shall cause ▇▇▇▇▇▇ Canada to, terminate or cause the termination of all employees principally engaged in the Transferred Business (including employees on temporary leave of absence, including family medical leave, military leave, temporary disability or sick leave, but excluding employees on long-term disability or other unpaid leave) and set forth on Schedule 5.02(a) (the “Transferred Business Employees”) as of the Closing Date and thereafter timely pay all wages, withholding taxes and 401(k) contributions (including employer match), if any, of such employees which shall be prorated as of the end of the shift that ends on the Closing Date, together with any employee bonuses payable in connection with the transactions contemplated herein.
(b) Buyer shall, and (with respect to employees located in Canada) shall cause The Orthotic Group Inc. (“TOG”), to offer employment to each Transferred Business Employee effective as of the Closing Date, provide to all Transferred Business Employees not less than the same wages and not less than substantially comparable benefits in the aggregate to what they had immediately prior to the Closing Date and ensure that a sufficient number of Transferred Business Employees are offered and provided employment for a sufficient period (but in no event less than ninety (90) days) after the Closing Date in order to avoid causing a mass layoff or plant closing by, or any liability to, the Seller under the WARN Act or similar law in the State of New York or by reason of the transactions contemplated to occur at Closing. Each of the Transferred Business Employees shall be given credit under the benefit plans of Buyer and TOG, as applicable (for plan eligibility purposes) in respect of all service performed for Seller or its Affiliates prior to Closing. Buyer agrees that Buyer and TOG, as applicable, will provide to all of the Transferred Business Employees all earned but untaken paid time off, or payment in lieu thereof, credited to the Transferred Business Employees by Seller and ▇▇▇▇▇▇ Canada, as applicable, as of the Closing and disclosed on Schedule 5.02(b). The Transferred Business Employees are not intended to be third party beneficiaries of this Agreement or, in particular, any subsection of this Section 5.02, and as such, no such Transferred Business Employee shall be entitled to enforce any of the provisions of this Section 5.02 against Seller or Buyer.
(c) P...
Certain Employee Matters. The Company and its Subsidiaries shall not (without the prior written consent of Parent, which consent will not be unreasonably withheld)
(i) grant any increases in the compensation of any of its directors, officers, management employees or key employees, except as may be required pursuant to any of the existing Benefit Plans or Employee Arrangements as disclosed in a Schedule hereto; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated to be paid prior to the Effective Time by any of the existing Benefit Plans or Employee Arrangements as in effect on the date hereof to any such director, officer, management employee or key employee, whether past or present; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any such director, officer, management employee or key employee; (iv) except as may be required to comply with applicable law, become obligated under any new Benefit Plan or Employee Arrangement, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder; or (v) extend any loans or advances to any of its directors, officers, management employees or key employees, except as expressly permitted under the Transaction Documents.
Certain Employee Matters. The Company and its Subsidiaries shall not (without the prior written consent of Parent): (i) grant any increases in the compensation of any of its directors, officers or key employees; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated to be paid prior to the Effective Time by any of the existing Benefit Plans or Employee Arrangements as in effect on the date hereof to any such director, officer or key employee, whether past or present; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any such director, officer or key employee; or (iv) except as may be required to comply with applicable law, become obligated under any new Benefit Plan or Employee Arrangement, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder.
Certain Employee Matters. The Company shall not, and shall not permit any of its Subsidiaries to: (i) grant any increases in the compensation payable or to become payable to any of the directors or officers listed in Item 10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or elected subsequent thereto (the “Corporate Officers”), except increases made in the ordinary course of business substantially consistent with past practice, and provided, that payments of bonuses to Corporate Officers of the Company in 2008 in accordance with the terms of the 2007 bonus plan described in Schedule 4.1(j) of the Company Disclosure Letter (a true, correct and complete copy has been provided to Parent) shall not (for purposes of this Section 4.1(j)) constitute an increase in compensation nor shall the establishment of a 2008 bonus plan on terms substantially consistent with the 2007 bonus plan; (ii) pay or agree to pay to any Corporate Officer, whether past or present, any material pension, retirement allowance or other employee benefit not required by any of the Company’s existing Employee Benefit Plans or otherwise contemplated by this Agreement; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any Corporate Officer of the Company; or (iv) except as otherwise done pursuant to an acquisition permitted by Section 4.1(d), establish or become obligated under any collective bargaining agreement or Employee Benefit Plan which was not in existence or approved by the Board of Directors of the Company prior to the date of this Agreement (other than any new collective bargaining agreement or Employee Benefit Plan that replaces an existing agreement or plan and contains terms that in the aggregate are not materially less favorable to the Company than the agreement or plan being replaced), or amend any such plan, agreement or arrangement in existence on the date of this Agreement if such amendment would be on terms that are materially adverse to the Company. In relation to any UK Benefit Plan, the Company shall not, and shall not permit, other than as compelled by law, any of its Subsidiaries to: (i) make any material change to such UK Benefit Plan or to the benefits provided under it, or (ii) take any action or fail to take any action within its control with respect to which such action or inaction would, or would reasonably be expected to, cause the UK Pensions Regulator to exercise its powers under Section 38...
Certain Employee Matters. 33 (i) Indebtedness; Leases; Capital Expenditures............................................34 (j) Accounting............................................................................34 (k) Affiliate Transactions................................................................34 (l) Contracts.............................................................................34 (m) Insurance.............................................................................34 (n) Permits...............................................................................35 (o)
Certain Employee Matters. (a) Except as set forth on Schedule 3.24(a), the employment of each officer and employee of the Company is terminable at the will of the Company. The Company and its Subsidiaries have complied in all material respects with all applicable laws relating to wages, hours, equal opportunity, collective bargaining, workers’ compensation insurance and the payment of social security and other taxes. The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or its Subsidiaries, as the case may be, nor does the Company have a present intention, or know of a present intention of its Subsidiaries, to terminate the employment of any officer, key employee or group of employees. There are no pending or, to the knowledge of the Company, threatened employment discrimination charges or complaints against or involving the Company or its Subsidiaries before any federal, state, or local board, department, commission or agency, or unfair labor practice charges or complaints, disputes or grievances affecting the Company or its Subsidiaries.
(b) Since the Company’s inception, neither the Company nor its Subsidiaries has experienced any labor disputes, union organization attempts or work stoppage due to labor disagreements. There are no unfair labor practice charges or complaints against the Company or its Subsidiaries pending, or to the knowledge of the Company, threatened before the National Labor Relations Board or any comparable state agency or authority. There are no written or oral contracts, commitments, agreements, understandings or other arrangements with any labor organization, nor work rules or practices agreed to with any labor organization or employee association, applicable to employees of the Company or any of its Subsidiaries, nor is the Company or its Subsidiaries a party to, or bound by, any collective bargaining or similar agreement; there is not, and since the Company’s inception there has not been, any representation of the employees of the Company or its Subsidiaries by any labor organization and, to the knowledge of the Company, there are no union organizing activities among the employees of the Company or its Subsidiaries, and to the knowledge of the Company, no question concerning representation has been raised or is threatened respecting the employees of the Company or its Subsidiaries.
Certain Employee Matters. With respect to each employee of the Company whose employment is continued with the Company following the Closing Date (each, a “Covered Employee”), Buyer shall, on and after the Closing Date, provide, or cause one of its Subsidiaries to provide, to each Covered Employee under each employee benefit plan maintained or contributed to by Buyer or any Subsidiary of Buyer for its similarly situated employees, credit for purposes of eligibility to participate, vesting and benefit accrual for full and partial years of service with Seller and its Affiliates performed prior to the Closing Date; provided, that no such prior service shall be taken into account to the extent it would result in the duplication of benefits. Buyer shall (i) subject to obtaining any required consent of any insurer, waive or cause to be waived all limitations as to preexisting conditions, exclusions and waiting periods or required physical examinations with respect to participation and coverage requirements applicable to Covered Employees and their eligible dependents under any health, medical, disability and life insurance plans offered by Buyer or its Subsidiaries, other than limitations or waiting periods that are already in effect with respect to such Covered Employees and that have not been satisfied as of the Closing Date; and (ii) use commercially reasonable efforts to provide or cause to be provided to each Covered Employee credit for any co-payments and deductibles paid by such Covered Employee and his or her respective dependents prior to the Closing Date for purposes of satisfying any applicable deductible or out-of-pocket requirements under the analogous benefit plan of Buyer or its Subsidiaries. From and after the Closing Date, Buyer shall, or shall cause the Company, to honor any accrued vacation or paid time off to which a Covered Employee is entitled as of immediately prior to the Closing Date, provided that such accrued vacation or paid time off is accrued in the calculation of Net Working Capital. Nothing in this section, express or implied, is intended to be, shall constitute or shall be construed as an amendment to or modification of any employee benefit plan or arrangement of Buyer, Seller, or any of their Affiliates or limit in any way the right of Buyer, Seller, or any of their respective Affiliates to amend, modify or terminate any of their respective employee benefit plans or arrangements. Further, nothing in this section, express or implied, shall create any third...
Certain Employee Matters. 43 (i) Indebtedness; Leases; Capital Expenditures............43 (j)