Employee matters

25 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Employee Matters

   (a) Promptly after the date of this Agreement (and in any case within ten (10) Business Days thereafter), Buyer Parent shall (or shall cause one of its Subsidiaries to) make a written offer of employment to each Employee, subject to Buyer Parent’s or its Subsidiaries’ standard hiring procedures, which offers of employment shall be effective as of and contingent on the occurrence of the Closing on terms and conditions set forth in this Section 6.5(a) ; provided, however, that with respect to any Employee who is on an approved leave of absence as of the Closing (each such Employee, an “ Inactive Employee ”), such offer will be effective as of the date, not to exceed six (6) months following the Closing or such longer period to the extent required by applicable Law (such six month period or such longer period to the extent required by applicable Law), when such Employee returns to active employment in accordance with the terms of his or her leave. Each Employee who accepts an offer of employment with Buyer Parent or its Subsidiaries and becomes an employee of Buyer Parent or its Subsidiaries on the Closing or upon return to active employment (if later) as provided for herein shall be referred to herein as a “ Transferred Employee ” and collectively as the “ Transferred Employees ”, and the date as of which such an Employee becomes a Transferred Employee, shall be referred to herein as the “ Employee Expenses End Date ”); provided that, if an Inactive Employee does not become a Transferred Employee, Buyer shall provide Cyclerion a written invoice in respect of any Employee Expenses borne by Buyers with respect to such Inactive Employee solely with respect to the period following the Closing and Cyclerion shall promptly, and in any event within thirty (30) calendar days of receiving an invoice therefor, reimburse Buyers for such invoiced amount. Notwithstanding anything to the contrary contained in this Section 6.5(a) , Cyclerion shall, in its sole discretion, be permitted to engage the Employees listed on Section 6.5(a) of Disclosure Schedule (the “ Specified Employees ”) as consultants to Cyclerion or any member of its Group following the Closing until the earlier to occur of the eighteen (18)-month anniversary of the Closing Date and such Specified Employee’s termination of employment with Buyer or any of its Affiliates and enter into consulting agreements wit […]

   Cyclerion Therapeutics, Inc. (CYCN) (CIK 0001755237) · filed 2023-06-09 · read the filing · this wording recurs in 2 agreements we hold

2. 02

   Employee Matters

   (a) Section 5.13 of the Seller Disclosure Schedule sets forth, as of the date hereof, an accurate and complete list of all Benefit Plans (excluding at-will offer letters or agreements made in the ordinary course of business on Seller’s standard form, in each case that are cancellable without penalty to Seller (other than any statutory severance and access to continued healthcare coverage obligations)). Except as would not reasonably be expected to result in material Liability to Buyer, each Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable Laws. Seller has made available to Buyer complete and correct copies of (i) each Benefit Plan, including all amendments thereto, (ii) the most recent annual report (Form 5500) filed with respect to each such Benefit Plan, including schedules and financial statements attached thereto, and attached opinions of independent accountants as applicable; (iii) the most recent summary plan description for each such Benefit Plan for which a summary plan description is required, together with any summary of material modifications thereto, (iv) the trust, insurance policy or other funding contract, (v) the most recent determination or opinion letter issued with the IRS with respect to any such Benefit Plan intended to be qualified under Section 401(a) of the Code, and (vi) all material or other non-routine correspondence to or from any Governmental Authority in the three (3) most recent plan years. (b) Each Benefit Plan that is intended to be “qualified” under Section 401(a) of the Code (i) has received a favorable determination letter from the IRS that such Benefit Plan is so qualified, or (ii) is maintained pursuant to a volume submitter or prototype document for which it may properly rely on the applicable opinion or advisory letter. To the Knowledge of Seller, nothing has occurred, whether by action or failure to act, that would reasonably be expected to adversely affect the qualification of any such Benefit Plan. A-29 TABLE OF CONTENTS ​ (c) Except as would not reasonably be expected to result in material Liability to Buyer, there are no pending or, to the Knowledge of Seller, threatened claims by or on behalf of any participant in any of the Benefit Plans, other than rou […]

   Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

3. 03

   Employee Matters

   (a) Seller agrees to use its commercially reasonable efforts to assist Buyer in its efforts to employ any employees of the Business requested by Buyer, including those scheduled on Schedule 5.4(a)(i) , and engage any independent contractors of Seller requested by Buyer, including those listed on Schedule 5.4(a)(ii) . Buyer agrees to offer employment to substantially all of the employees of Seller set forth on Schedule 5.4(a)(i) which are employed by Seller as of the Closing (including any replacements thereof); provided that, notwithstanding anything to the contrary herein, Buyer will not be required to offer employment to, and may not offer employment to, without Seller’s prior written consent, those employees of Seller who manage corporate operations of Seller and are listed on Schedule 5.4(a)(iii) (the “ Excluded Employees ”). Any employees of Seller who accept employment with Buyer, execute any documents required by Buyer to be executed in connection therewith and begin employment with Buyer are referred to herein collectively as the “ Transferred Employees .” (b) Buyer will have no obligation to offer employment to, and will have no Liability to, any employee of Seller, including any employee who, on the Closing Date, is not actively employed by Seller or any Excluded Employee. Seller will bear all responsibility for, and related costs associated with the termination of any of its employees, including complying with applicable Laws. Prior to the Closing, Seller will terminate, effective no later than as of the close of business on the Business Day immediately preceding the Closing Date, all employees (other than Excluded Employees) of Seller who have not been made any offer of employment with Buyer or declined employment with Buyer. Simultaneously with such termination, Seller will pay each such terminated employee and each such terminated independent contractors all amounts owed and due under Law, and all other amounts due and owed (including termination or severance pay) in accordance with any contract or Law. (c) Nothing contained in this Agreement, any Related Agreement or any other document contemplated hereby or thereby will confer upon any Transferred Employee or any other present or former employee of Seller any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, any Related Agreement or any other document c […]

   Medicine Man Technologies, Inc. (SHWZ) (CIK 0001622879) · filed 2022-11-10 · read the filing · this wording recurs in 2 agreements we hold

4. 04

   Employee Matters

   The Parties acknowledge that employees, advisors, and independent contractors of Seller who have been involved in research and development related to the Products and the Compounds (“ Product Information ”), may have information necessary to enable technology transfer to Purchaser following the Closing (the “ Key Personnel ”). Purchaser anticipates that it may enter into consulting arrangements with some Key Personnel. The Parties acknowledge that Key Personnel may have entered into employment agreements or other written agreements with Seller or its Affiliates, that contain (a) obligations of confidentiality, non-use and non-disclosure with respect to any information related to the Acquired Assets and/or the Assumed Liabilities, or (b) non-compete obligations with respect to the Acquired Assets and/or the Assumed Liabilities (“ Key Personnel Agreements ”). Seller hereby consents and agrees that Purchaser may offer consulting or other arrangements to one or more Key Personnel and Seller agrees that it will not assert that any such consulting arrangement violates the Key Personnel Agreements. Seller hereby waives any rights under any Key Personnel Agreements solely with respect to activities set forth in this Section 6.12 . 55 7. Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to effect the Closing and consummate the Transactions is subject to the satisfaction (or waiver by Purchaser), at or prior to the Closing, of each of the following conditions: 7.1 Accuracy of Representations and Warranties. The Fundamental Representations shall be true and correct in all respects, in each case as of the Agreement Date and as of the Closing Date, with the same effect as though made as of the Closing Date (provided that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date). All other representations and warranties of Seller set forth in this Agreement (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in this Agreement) shall be true and correct, in each case as of the Agreement Date and as of the Closing Date, with the same effect as though made as of the Closing Date (provided that the accuracy of representations and warranties that by their terms speak as of a specified date will be determ […]

   Ayala Pharmaceuticals, Inc. (ADXS) (CIK 0001100397) · filed 2024-02-20 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Employees

   To the Knowledge of Seller, no current employee and over the past two (2) years no former employee of Seller is a party to, or is otherwise bound by, a contract or similar arrangement with any of the Customer Accounts regarding SMS/MMS text messaging

   MOBIVITY HOLDINGS CORP. (MFON) (CIK 0001447380) · filed 2024-11-26 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Employee Matters

   Gallagher will offer employment to all Business Employees, effective on the Closing Date, identified in Paragraph 6(q)(ii) of the Disclosure Schedule , at the respective initial salaries indicated therein for at least twelve (12) months following the Closing Date; provided, however, that such employment will be subject to Gallagher’s standard personnel practices and policies. Gallagher shall not reset the waiting periods of employee benefit plans for vesting, participation and eligibility purposes, but instead each Business Employee who becomes an employee of Gallagher (a “ Transferred Employee ”) shall be deemed to have the accumulated service credit with Gallagher that he or she earned while an employee of Seller or any of its Affiliates; provided, however: (a) With respect to vacation benefits, a Transferred Employee shall be entitled to the annual vacation accrual such Transferred Employee earned as an employee of Seller or any of its Affiliates (including any accrual remaining for the current year), subject to a maximum of 20 Business Days per year and subject to Gallagher’s standard practices and policies. (b) The Transferred Employee’s participation in such Gallagher plans shall be subject to the provisions thereof, and commencement of participation will begin on January 1, 2024 if Closing occurs on or prior to November 30, 2023 or February 1, 2024 if the Closing occurs on December 1, 2023 or later for the transition of Transferred Employees from Seller’s or any of its Affiliates’ payroll and benefit programs to Gallagher’s payroll and benefit programs. From the Closing until the commencement of participation by the Transferred Employees on such Gallagher plans (such period of time, the “ PBE Transition Period ”) Seller and the Members covenants that it shall do the following: (i) Seller and the Members shall (or cause their applicable Affiliates to) process the payroll, collect and remit all withholding and payroll taxes, make and remit all other payroll deductions, except 401(k) plan contributions, issue all payments, initiate all direct deposits, and make all required reporting to governmental authorities with respect to all Transferred Employees, including, if applicable, reporting under Sections 6055 and 6056 of the Code for the Transferred Employees with respect to the PBE Transition Period. Seller and the Members will (or cause their applicable […]

   EVANS BANCORP INC (EVBN) (CIK 0000842518) · filed 2023-11-09 · read the filing

7. 07

   Employees

   (a) There are no collective bargaining agreements or other labor agreements to which the Company is a party or which covers any employees of the Business. No labor union, labor organization, or any other type of employee representative body represents or, to the Knowledge of the Company and the Owner, claims to represent any employee or group of employees of the Business, and there is no duty by the Company to bargain or recognize any labor organization. There are no pending or existing, and for the past five years, there have not been any, strikes, work stoppages, work slowdowns, lockouts, unfair labor practice charges or grievances, union organizing activities, petitions seeking a representation proceeding, or applications for certification of a collective bargaining agent, and to the Knowledge of the Company and the Owner, none of the foregoing activities has been threatened by or on behalf of any employee or group of employees with respect to the Business. (b) Except as set forth in Schedule 4.17(b), the Company is and has at all times been in compliance with all applicable Laws relating to labor and employment practices with respect to the Business, including relating to wages and hours (e.g., payment of minimum wage, overtime, meal breaks, accrued and unused vacation, bonuses, commissions etc.), collective bargaining, employment discrimination, harassment and retaliation, civil rights and fair employment practices, safety and health, leaves of absence, accommodations, workers’ compensation, pay equity, the classification of employees as exempt and non-exempt under the Fair Labor Standards Act of 1938, as amended, and applicable state Laws (collectively, the “FLSA” ), the classification of all employees including without limitation temporary and seasonal employees under applicable Laws, the classification of individuals who have provided or are providing work or services to the Business other than as an employee (including as an independent contractor, leased or contract laborer) under applicable Laws, immigration and employment eligibility verification under applicable Laws, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and local laws (collectively, the “WARN Act” ), and the collection and payment of withholding, social security and any other applicable Taxes relating to employees. There are no complaints, charges, cla […]

   First Watch Restaurant Group, Inc. (FWRG) (CIK 0001789940) · filed 2024-01-08 · read the filing

8. 08

   Employee Matters

   Prior to the Closing, Buyer shall (or shall cause its applicable Affiliate to) extend offers of employment to such employees of the Business (any such employee to whom such an offer is extended, an “ Offered Employee ”), and upon such terms and conditions of employment, in each case as may be determined by Buyer or its applicable Affiliate in its sole discretion. Any Offered Employee who accepts such an offer of employment and who actually performs services for Buyer or its applicable Affiliate on or after the Closing is hereinafter referred to as a “ Transferring Employee .” As of the Closing, Transferring Employees (a) will initially receive cash compensation at levels substantially consistent with the cash compensation received from Seller prior to the Closing, and (b) will be eligible to participate in the employee benefit plans of Buyer or its applicable Affiliate subject to substantially similar terms and conditions as other similarly situated employees of Buyer or its applicable Affiliate. The provisions of this Section 6.14 are solely for the benefit of the respective parties to this Agreement and nothing in this Section 6.14 , express or implied, shall confer upon any third party (including any current or former employee of Seller or its Affiliates, including the Offered Employees, the Transferring Employees, or legal representative or beneficiary thereof) any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing in this Section 6.14 shall (i) be construed as an amendment or other modification of any employee benefit or compensation plan, program, policy, agreement or arrangement, or (ii) limit the right of Buyer or any of its Affiliates to amend, terminate or otherwise modify any employee benefit or compensation plan, program, policy, agreement or arrangement. A-59 Section 6.15 Seller Marks . Seller hereby grants, on behalf of itself and its Affiliates, to the Buyer, a limited, non-exclusive, fully paid-up, royalty-free, non-assignable, non-sublicensable license for twelve (12) months following the Closing (the “ Transition Period ”) to use the Seller Marks solely as they were used in the Business prior to the Closing in a manner consistent with past practice, including on packaging and other physical and tang […]

   NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545) · filed 2024-10-16 · read the filing

9. 09

   Employee Matters

   (a) Schedule . Except for the Sanchez Employment Agreements, there are no other employment agreements, bonus agreements, pension plans, employee benefits plans or programs, collective bargaining agreements, or other arrangements providing for employee compensation, severance, deferred compensation, performance awards, stock or stock-based awards, fringe, retirement, death, disability, medical, or wellness benefits, or other employee benefits or remuneration of any kind, which are sponsored, maintained, contributed to, or required to be contributed to, by the Company, for the benefit of any current or former employee, independent contractor, consultant, officer or director of the Company (each, a “ Company Employee ”), or with respect to which the Company has or may have any Liability, including any employment, termination, severance, retention, change in control, or consulting or independent contractor plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA (collectively, “ Company Employee Plans ”). The Company has no employees, consultants or contractors of any kind or nature whatsoever other than the Company Owners. (b) Documents . The Company Owners have made available to LIFD correct and complete copies of the Sanchez Employment Agreements. There are no other Company Employee Plans. (c) Plan Liabilities . The Company has no liability under ERISA or any similar state law for any Company Employee Plan. (d) No Post-Employment Obligations . The Company does not provide post-termination or retiree health benefits to any person for any reason, except as may be required by COBRA or other applicable Law, and the Company has no Liability to provide post-termination or retiree health benefits to any person nor has it ever represented, promised, or contracted to any employee of the Company (either individually or as a group) or any other person that such employee(s) or other person would be provided with post-termination or retiree health benefits, except to the extent required by COBRA or other applicable Law. (e) Effect of Transaction . Neither the execution or delivery of this Agreement, the consummation of the Merger, nor any of the other transactions contempl […]

   LFTD PARTNERS INC. (LIFD) (CIK 0001391135) · filed 2023-05-02 · read the filing

10. 10

    Employees and Employee Benefits

    (a) Buyer, at Buyer’s sole discretion, may offer employment, on an “at will” basis, to any or all of Seller’s employees. However, Buyer shall have no obligation to offer employment to any of Seller’s employees. (b) Except as otherwise set forth herein, Seller shall be solely responsible, and Buyer shall have no obligation whatsoever for, any employment agreement or Contract with any employee of Seller or compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of the business conducted through the Purchased Assets, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any time on or prior to the Closing Date and Seller shall pay all such amounts to all entitled persons on or prior to the Closing Date. (c) Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of the business related to the Purchased Assets or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. Seller also shall remain solely responsible for all workers’ compensation claims of any current or former employees, officers, directors, independent contractors or consultants of the business related to the Purchased Assets which relate to events occurring on or prior to the Closing Date. Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. ARTICLE VI Miscellaneous Section 6.01 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. 7 Section 6.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (w […]

    Eightco Holdings Inc. (OCTO) (CIK 0001892492) · filed 2024-11-27 · read the filing

11. 11

    Employees

    (a) Except for the Contracts identified on Schedule 2.9(a) and the Employee Benefit Plans, no Eligible APR Employee, is a party to or subject to any employment Contract (excluding offer letters and similar Contracts for at-will employment terminable by a Seller (or its applicable Affiliate) without payment of severance or other penalty). True, correct and complete copies of any Contract disclosed on Schedule 2.9(a) have been made available to Buyer. Except indicated on Exhibit 8.1 , no Eligible APR Employee is employed by any Person other than a Seller. (b) Sellers have made available the following information for each Eligible APR Employee: (i) position or title; (ii) primary work location; (iii) current wage, salary or hourly rate; (iv) status as exempt or non-exempt (where applicable); (v) date of first hire; (vi) status with any union; (vii) age; (viii) accrued vacation; and (ix) status as active or inactive (including on leave of absence). (c) Except as set forth on Schedule 2.9(c) , with respect to the APR Employees and the Purchased Assets, no Seller (or its applicable Affiliate) is a party to or bound by any collective bargaining Contract, labor Contract or other Contract with a union or labor organization covering wages, hours or terms or conditions of employment. (d) Except as set forth on Schedule 2.9(d) , with respect to the APR Employees and the Purchased Assets: (i) there is no unfair labor practice complaint pending before any foreign, federal, state or local Governmental Body; (ii) there is no pending or, to Sellers’ Knowledge, threatened labor strike, work stoppage, lockout or other material labor dispute; (iii) each Seller (and its applicable Affiliate) is and during the past three years has been in compliance, in all material respects, with applicable Laws respecting labor and employment, including provisions thereof respecting immigration, fair employment practices, work place safety and health, terms and conditions of employment, wages and hours, the classification and treatment of employees as exempt or non-exempt, and the classification and treatment of independent contractors who provide services to Sellers in connection with the operation of the Purchased Assets or the performance under the Assigned Contracts; Asset Purchase Agreement Page 11 57073941 ACTIVE/131483433.18 #205642 v2 (iv) no Seller (or its applicable Affiliate) is deli […]

    Atlas Corp. (ATCOL, ATCO-PD, ATCO-PH) (CIK 0001794846) · filed 2025-03-14 · read the filing

12. 12

    Employee Matters

    (A) Attached as Schedule 3.15 is a list as of the date of this Agreement of the name, date of hire or engagement, position/title, pay rate, FLSA status, accrued bonus (if any), benefits provided (if any), sick days (if any) and paid time off (if any) for each employee and individual independent contractor of Seller. Schedule 3.15 also lists all employees of the Seller who are inactive, on worker’s compensation, or on family, medical or any other leave of absence, and any employees of the Seller who perform light duty or have work restrictions. Schedule 3.15 also lists all individuals whose employment or engagement with Seller has been terminated (and the date of termination) within ninety (90) days prior to the date hereof. Except as set forth on Schedule 3.15, the employment or engagement of all employees and individual independent contractors of the Seller is terminable at will. Seller has no unsatisfied Liability to any previously terminated officer, employee, independent contractor, or consultant. Seller has delivered to Buyer true and complete copies of all written employment or personnel manuals, policies, rules, and procedures applicable to any employee of the Seller. 14 (B) To Seller’s Knowledge, there is no pending threatened employee strike, work stoppage or labor dispute, and Seller is not a party to any Contract with any labor organization or other representative of its employees. (C) No Action before any Governmental Authority brought by or on behalf of any current, former or prospective employee, any current, former or prospective independent contractor, or any retiree, labor organization or other representative of Seller’s employees (i) has been brought at any time during the past three (3) years; or (ii) is pending or, to Seller’s Knowledge, threatened against Seller. (D) To Seller’s Knowledge, no employees or individual independent contractors will terminate or contemplate terminating his or her employment or independent contractor relationship currently or at any time within sixty (60) days after the Closing Date, or will otherwise not be available to Buyer (or its Affiliate), or not agree to employment by, or an independent contractor relationship with, Buyer (or its Affiliate), on substantially the same terms and conditions as his or her current employment by, or independent contractor relationship with, Seller. (E) Seller shall defend, i […]

    iCoreConnect Inc. (ICCT) (CIK 0001906133) · filed 2023-09-07 · read the filing