ONLY".
SUCH MATERIALS AND THE INFORMATION CONTAINED THEREIN
SHALL BE GIVEN ONLY TO THE OUTSIDE LEGAL COUNSEL OF THE RECIPIENT AND WILL NOT
BE DISCLOSED BY SUCH OUTSIDE COUNSEL TO EMPLOYEES, OFFICERS, OR DIRECTORS OF THE
RECIPIENT, UNLESS EXPRESS WRITTEN PERMISSION IS OBTAINED IN ADVANCE FROM THE
SOURCE OF THE MATERIALS.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, THE PARTIES UNDERSTAND AND AGREE THAT THE COMMERCIALLY REASONABLE
EFFORTS OF ANY PARTY HERETO SHALL NOT BE DEEMED TO INCLUDE (I) ENTERING INTO ANY
SETTLEMENT, UNDERTAKING, CONSENT DECREE, STIPULATION OR AGREEMENT WITH ANY
GOVERNMENTAL ENTITY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR
(II) DIVESTING OR OTHERWISE HOLDING SEPARATE (INCLUDING BY ESTABLISHING A TRUST
OR OTHERWISE), OR TAKING ANY OTHER ACTION (OR OTHERWISE AGREEING TO DO ANY OF
THE FOREGOING) WITH RESPECT TO THE BUSINESS, THE ASSETS OR THE ADDITIONAL
ASSETS.
All filing fees incurred pursuant to this Section 4.3 shall be borne by Buyer.
As used in this Agreement, "Antitrust Laws" means any of the HSR Act, the
Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade
Commission Act, as amended, and any other United States federal or state or
foreign statutes, rules, regulations, orders, decrees, administrative or
judicial doctrines or other Laws that are designed to prohibit, restrict or
regulate mergers and acquisitions and/or actions having the purpose or effect of
lessening competition, monopolization or restraining trade.
SECTION 4.4
EMPLOYEES, WAGES AND BENEFITS.
(A)
POST-CLOSING EMPLOYMENT.
ON THE CLOSING DATE, BUYER AGREES TO
CAUSE THE MDL GROUP COMPANIES TO EMPLOY ALL EMPLOYEES EMPLOYED BY AN MDL GROUP
COMPANY, OR WITH RESPECT TO THE FOREIGN EMPLOYEES NOT EMPLOYED BY AN MDL GROUP
COMPANY, OFFER TO EMPLOY EACH OF SUCH EMPLOYEES, WITH SALARIES, ANNUAL TARGET
BONUS AMOUNTS AND BENEFITS THAT ARE SUBSTANTIALLY COMPARABLE IN THE AGGREGATE TO
THE COMPENSATION AND BENEFITS AVAILABLE TO SUCH EMPLOYEES AS OF THE DATE
HEREOF.
BUYER FURTHER AGREES, WITH RESPECT TO FOREIGN EMPLOYEES
30
EMPLOYED BY AN MDL GROUP COMPANY, TO CAUSE THE APPLICABLE MDL GROUP COMPANY TO
ABIDE BY EXISTING CONTRACTUAL TERMS APPLICABLE TO SUCH FOREIGN EMPLOYEES AS
DISCLOSED IN SCHEDULE 2.8(A).
THE EMPLOYEES LISTED ON SCHEDULE 4.4(A)(I) AS
UPDATED THROUGH THE CLOSING DATE TO REFLECT THE TERMINATION OF EMPLOYMENT OF ANY
DOMESTIC EMPLOYEES OR THE HIRING OF ANY NEW EMPLOYEES PURSUANT TO SECTION
4.1(B)(IV),
AND THE FOREIGN EMPLOYEES LISTED ON SCHEDULE 4.4(A)(II) AS UPDATED
THROUGH THE CLOSING DATE TO REFLECT THE TERMINATION OF EMPLOYMENT OF ANY FOREIGN
EMPLOYEES OR THE HIRING OF ANY NEW EMPLOYEES PURSUANT TO SECTION 4.1(B)(IV), WHO
ACCEPT OFFERS OF EMPLOYMENT FROM, AND COMMENCE EMPLOYMENT WITH, BUYER, ARE
REFERRED TO HEREIN AS THE "TRANSFERRED EMPLOYEES."
SELLERS SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO ASSIST BUYER IN SECURING AN ACCEPTANCE OF A
BUYER OFFER OF EMPLOYMENT FROM EACH OF THE INDIVIDUALS LISTED ON SCHEDULES
4.4(A)(I) AND 4.4(A)(II).
(B)
EMPLOYEE BENEFIT PLANS.
EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH HEREIN, EFFECTIVE AS OF THE CLOSING DATE, THE PARTICIPATION
OF EACH EMPLOYEE AND THE SPOUSE, FORMER SPOUSE, DOMESTIC PARTNER, DEPENDENT AND
BENEFICIARY