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. 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. 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. 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.
(ii) Despite the foregoing employee allocation, WP shall remain entitled to assign a finance representative to JV CO 1 and its Subsidiaries to exercise the rights entitled to the Chief Financial Officer that WP is entitled to appoint under the Investment Agreement, including continuing to enjoy the approval rights over matters of JV Co 1 that WP (or its designated Persons) enjoys as at the date hereof under the OA approval system of JV Co 1; provided that such approval rights shall not be inconsistent with the Reserved Matters as provided under the Investment Agreement and shall reflect WP’s right to appoint the Chief Financial Officer of JV Co 1 and its Subsidiaries.
(iii) The Shareholders shall each bear its own cost and expenses incurred in receiving the JV Co 3 employees. The Parties further agree that any terminated employees of JV Co 3 with severance compensation paid by JV Co 3 shall not be rehired by the Shareholders or their respective Affiliates. The cost and expenses (including without limitation severance compensation paid by JV Co 3) incurred in terminating employees of JV Co 3 (except for Shareholders’ own cost and expenses incurred in receiving the JV Co 3 employees) shall be borne by each Shareholder pursuant to its Shareholding Percentage in JV Co 3.
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.
(a) Notwithstanding the foregoing, the Proposed Final Employee List shall not be considered final until it is reconciled against the Sedco Forex Employee payroll as of the Distribution Date, so as to determine that all individuals listed in the Proposed Final Employee List were actively employed in the Sedco Forex Business immediately preceding the Distribution Date. For this purpose, (i) any person on long-term disability shall not be considered an "active" employee and (ii) any person listed on Exhibit A, which exhibit shall be delivered by Schlumberger to Transocean not later than 15 days prior to the Distribution Date, who takes "Special Early Retirement" under the Sedco Forex Resources, Inc. Pension Plan between December 10, 1999 and the Distribution Date shall be treated as an "active" employee on the Sedco Forex Employee payroll as of the Distribution Date and as actively employed in the Sedco Forex Business immediately preceding the Distribution Date. Upon reconciliation against the payroll as described above, the Proposed Final Employee List shall be final (the "Final Employee List").
Allocation of Employees. EMPLOYEE BENEFITS 6 Section 2.01 Allocation of Employees 6 Section 2.02 Employee Liabilities Generally 7
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. EMPLOYEE BENEFITS 7
Allocation of Employees
