Allocation of Employees. (a) Effective no later than immediately prior to the Effective Time and except as otherwise agreed by the Parties, (i) each Party shall have taken, or shall have caused the applicable member of its Group to have taken, such actions as are necessary to ensure to the extent possible that each individual who is intended to be an employee of the SpinCo Group as of immediately after the Effective Time, including (A) any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence (including due to a short-term or long-term disability) approved by the SpinCo Human Resources Department, as provided for in the applicable schedule to the Transition Services Agreement, or otherwise taken in accordance with applicable Law and (B) those individuals set forth on Schedule 2.01(a)(i) attached hereto (collectively, the “SpinCo Employees”), is employed by a member of the SpinCo Group as of immediately after the Effective Time; and (ii) each Party shall have taken, or shall have caused the applicable member of its Group to have taken, such actions as are necessary to ensure to the extent possible that each individual who is intended to be an employee of the RemainCo Group as of immediately after the Effective Time, including (A) any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence (including due to a short-term or long-term disability) approved by the SpinCo Human Resources Department, as provided for in the applicable schedule to the Transaction Services Agreement between the Parties, or otherwise taken in accordance with applicable Law), (B) those individuals set forth on Schedule 2.01(a)(ii) attached hereto, and (C) any other Employee who is not a SpinCo Employee (collectively, the “RemainCo Employees”), is employed by a member of the RemainCo Group as of immediately after the Effective Time. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or to comply with applicable Law in relation to the transfer of the employment of applicable Employees. Each of the Parties also shall have taken, or shall have caused the applicable member of its Group to have taken, such actions as are necessary to allocate individual independent contractors between the SpinCo Group and the RemainCo Group, effective no later than immediately aft...
Allocation of Employees. 4- 4.2 Compliance with Terms of Stock Purchase Agreement......................-4- 4.3 Corporate Center Obligations...........................................-5- 4.4 Retention Pay Obligations..............................................-5- ARTICLE V PURCHASE PRICE
Allocation of Employees. Each Bank Party shall be allocated responsibility for the individual Bank Employees, including without limitation the Assumed Severance Obligations and continued coverage insurance plans related to the individual Bank Employees allocated to it, in accordance with Schedule 4.1.
Allocation of Employees. EMPLOYEE BENEFITS 6 Section 2.01 Allocation of Employees 6 Section 2.02 Employee Liabilities Generally 7
Allocation of Employees. 1.1 IDENTIFICATION OF SEDCO FOREX EMPLOYEES Schlumberger has previously provided Transocean a schedule of projected Sedco Forex Employees. Transocean and Schlumberger shall consult and mutually agree with respect to the headquarters or division staff employees of Schlumberger (known as "Shared Resources" employees at Schlumberger, and hereinafter referred to as "Shared Resources Employees") who shall be Sedco Forex Employees. Such mutual agreement shall take into account the staffing needs of both Transocean and Schlumberger following the Merger. Any unresolved disputes regarding the identification of Shared Resources Employees as Sedco Forex Employees shall be resolved by referral to the Chairman and Chief Executive Officer of Transocean and the Vice Chairman of Schlumberger. Not later than 15 days prior to the Distribution Date, Schlumberger shall provide a final projected list of Sedco Forex Employees (a "Proposed Final Employee List") to Transocean, which list shall be consistent with the mutual agreement described above.
Allocation of Employees. Following the completion of this merger, various parties agree that all registered employees of Unicom Operating Company and Netcom Operating Company will be completely received by Unicom Operating Company. Any and all rights and obligations of Unicom Operating Company and Netcom Operating Company as employers of their existing employees will be completely shared and undertaken by Unicom Operating Company from the effective date of the merger.
Allocation of Employees. (i) The Shareholders shall use their respective Best Efforts to terminate employment relationship with all existing employees of JV Co 3 and its Subsidiaries as soon as possible (but in no event later than one (1) month after the execution date hereof) so that JV Co 3 and its Subsidiaries shall no longer have any employee; provided that certain employees (as agreed by both Shareholders) will stay for an additional three (3) months following the expiry of the foregoing one (1) month period (or other time period as mutually agreed by both Shareholders) to take care of the work in relation to the restructurings contemplated by this Agreement.
Allocation of Employees. EMPLOYEE BENEFITS 7 Section 2.01 Transfer of Employment of Certain SpinCo Employees 7 Section 2.02 Re-Allocation of Employees 7 Section 2.03 Employee Liabilities Generally 8
Allocation of Employees. Set forth on Schedule A is a list of those employees of the Company, that the Parent desires to offer continuing employment as an employee or transition employee of the Surviving Entity or the Parent, as the Parent shall determine (the “Designated Employees”) indicating whether such employee will become an employee or a transition employee and if a transition employee the period of time during which the Parent expects to offer employment to such employee. Each Designated Employee who remains employed with the Parent or the Surviving Entity, as applicable, shall be referred to herein as a “Continuing Employee.” It is further understood that as a condition of continued employment as a Continuing Employee, the Parent may require such employee to enter into the Parent’s standard agreements for employees relating to confidentiality, proprietary information, inventions and, to the extent permitted in the applicable jurisdiction, non-competition.
Allocation of Employees
