Grants to Employees and Directors Clause Samples
Grants to Employees and Directors. The Committee may, from time to time, grant Non–statutory Stock Options to Participants.
Employees and Consultants Pubco does not have any employees or consultants, except as disclosed in the Pubco SEC Documents.
Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund or (B) an “affiliated person” (as defined in the ▇▇▇▇ ▇▇▇) of any Underwriter.
Employees and Compensation Schedule 3.11 contains a true and complete list as of the date of this Agreement of all employees of the Seller engaged in the Intermittent Testing Business (collectively, the "Employees") and a description of all compensation arrangements affecting them, including all written or oral employment agreements, all accrued vacation and other obligations that have accrued as of the date of this Agreement, such schedule to be updated prior to the Closing pursuant to Section 5.12. Except as set forth in Schedule 3.11, all Employees of the Seller are employed "at will" and may be terminated at any time with or without cause, without payment of additional compensation beyond accrued salary and vacation, and with no more than two weeks notice. There is no organized labor strike, dispute, slowdown or stoppage, collective bargaining or unfair labor practice claim, union representation question or arbitration or grievance proceeding, (collectively, "Labor Matters"), pending, or to the knowledge, of the Seller threatened, against or affecting the Seller. Schedule 3.11 lists each Labor Matter that involves a claim or potential claim against, or that enjoins or compels or seeks to enjoin or to compel any activity by the Seller with respect to the Intermittent Testing Business. The Seller is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices. There is no unemployment discrimination or unfair labor practice charge or complaint against the Seller pending or, to the knowledge of the Seller, threatened before the National Labor Relations Board, Office of Federal Contract Compliance Programs, U.S. Equal Employment Opportunity Commission, or any comparable state, local or foreign agency. The Seller has not experienced any material work stoppage in the last 18 months. The Seller is not delinquent in payments to any of its Employees for any wages, salaries, commissions, bonuses or other compensation for any services performed by them or amounts required to be reimbursed to such Employees. Upon termination of the employment of any of the Employees of the Seller before or after the Closing Date, neither the Purchaser, or except as set forth in Schedule 3.11, the Seller, will be liable to such employees for severance pay. The Seller is not a party to or bound by any collective bargaining agreements.
Consultants and Employees Bound Recipient agrees to disclose the Confidential Information to any agents, affiliates, directors, officers or any other employees (collectively, the “Employees”) solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or taken appropriate measures imposing on such Employees a duty to third parties (1) to hold any third party proprietary information received by such Employees in the strictest confidence, (2) not to disclose such third party Confidential Information to any other third party, and (3) not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Company.
Employees and Employee Benefits (a) Buyer hereby agrees to offer employment, effective the day after the Closing Date, to all individuals who are, on the Closing Date, active, full or part-time employees (including employees on short-term leave) of the Newspaper. With respect to each such employee to whom Buyer offers employment, Buyer shall offer to employ such person at a base compensation that is no less than the base compensation that was paid to such employee immediately prior to Closing. Each employee of the Newspaper who accepts employment with Buyer on the Closing Date is hereinafter referred to as a “New Employee”. (b) Except as set forth in subsection (a) above, Buyer, in its sole discretion, shall determine what employee benefits will be made available to New Employees; provided, however, that Buyer will offer medical coverage to New Employees on and after the Closing Date, to the extent permitted by Buyer’s health plans, shall waive for New Employees any pre-existing condition limitations and waiting periods that may apply under its health plans, and shall recognize New Employees’ service with Sellers or any of their respective affiliates as if it were service with Buyer for purposes of satisfying any vesting requirements under any benefit plans offered by Buyer (but not for purposes of benefit accrual or for determining the amount of benefits payable under any benefit plan other than a vacation plan). (c) Buyer shall be responsible for any obligations under federal, state or local plant closing statutes, including the WARN Act, with respect to events occurring after the Closing Date other than any such obligations arising from the consummation of the transactions contemplated by this Agreement. (d) Sellers shall be responsible for and timely pay all compensation owed to the New Employees and shall be responsible for and timely provide New Employees with all benefits owed under the Employee Benefit Programs through the Closing Date. Sellers will retain all of the Employee Benefit Programs, including all employee benefit plans and pension plans, and Buyer will not assume obligations under any such programs. Sellers shall be fully and solely responsible for any costs, expenses, obligations and liabilities arising out of the pension or retirement obligations attributable to the Newspaper’s current or former employees related to the period on or prior to the Closing Date.