Automatic Transfer Employees. It is intended that in accordance with the Transfer Regulations, the employment and the contracts of employment of the Automatic Transfer Employees will (other than in respect of any such employee who objects to a transfer or resigns and leaves prior to the Closing Date) transfer automatically to Buyer or one of its Affiliates as a result of the transactions contemplated in this Agreement, and accordingly each such contract of employment shall have effect from the Closing Date as if originally made between Buyer, or its applicable Affiliate, and the applicable Automatic Transfer Employee, and all rights, powers, duties, liabilities and obligations of Seller or its Affiliates in respect of, or in relation to, such Automatic Transfer Employees and their contracts of employment in force immediately before the Closing shall transfer to Buyer or its applicable Affiliate in accordance with the Transfer Regulations. Buyer and its Affiliates shall provide such information as Seller or its Affiliates may reasonably require in sufficient time to enable Seller and its Affiliates to meet any information and consultation requirements they may have pursuant to the Transfer Regulations or other applicable Law with or in relation to their employees or any Employee Representative in connection with the transactions contemplated by this Agreement. Buyer and its Affiliates shall not propose any change to any Automatic Transfer Employee’s working conditions or terms and conditions or employment or otherwise take any action (including communication with any Automatic Transfer Employee or Employee Representative) that is intended to cause an Automatic Transfer Employee to resign prior to the Closing. If the contract of employment of any Employee based in a jurisdiction where the Transfer Regulations might apply does not transfer to the Buyer or any of its Affiliates in accordance with the Transfer Regulations as intended, such Employee shall then be an Offer Employee and Buyer or its Affiliate shall offer such Employee employment in accordance with Section 6.1(b) provided that such offer shall be on the terms that would have applied, including recognition of continuity of service, had the Employee transferred to Buyer or its Affiliates pursuant to the Transfer Regulations.
Automatic Transfer Employees. Automatic Transfer Employees shall not be terminated upon the Transfer Date, but rather the rights, powers, duties, liabilities and obligations of JDSU or the relevant Subsidiary of JDSU to such Employees in respect of their relevant terms of employment in force immediately before the Transfer Date shall be transferred to Lumentum or one (1) of its Subsidiaries by operation of applicable Law.
Automatic Transfer Employees. Except as set forth in Section 2.1(b), all Spinco Employees shall be employees of a Spinco Entity immediately prior to the Business Transfer Time.
Automatic Transfer Employees. (i) If the contract of employment of any of the Business Employees expected to transfer automatically by operation of applicable Law or Order to an Acquired Company, Buyer or one of their respective Affiliates as a consequence of the transactions contemplated by this Agreement (including the Restructuring), is within six (6) months of the Closing Date found or alleged not to have so transferred: (A) the Party who first becomes aware of such finding or allegation shall notify the other within ten (10) Business Days of becoming so aware, (B) Buyer shall, within five Business Days of becoming so aware or receiving such notice (as applicable), in consultation with Seller, make or procure that an Acquired Company or one of their respective Affiliates makes an offer to employ the relevant Business Employee which complies with this Section 5.14, (C) upon the relevant Business Employee refusing or not accepting within ten Business Days an offer made pursuant to Section 5.14(c)(i)(B), or if no such offer is made within the time period required by Section 5.14(c)(i)(B), the relevant member of the Seller Group may within a further ten Business Days terminate the relevant Business Employee’s employment, (D) if the relevant member of the Seller Group terminates the employment of the relevant Business Employee in accordance with Section 5.14(c)(i)(C), Buyer shall reimburse, indemnify and hold the Seller Group harmless against all Employee Termination Costs suffered or incurred by the Seller Group in respect of such Business Employee, (E) if the relevant Business Employee accepts such offer and subsequently transfers to Buyer or one of its Affiliates, Buyer shall reimburse, indemnify and hold the Seller Group harmless against all Employee Termination Costs suffered or incurred by the Seller Group in respect of such Business Employee; and (F) if the relevant Business Employee refuses or does not accept such offer or such offer is not made, and the relevant member of the Seller Group does not terminate the employment of the relevant Business Employee in accordance with Section 5.14(c)(i)(C), the relevant employee will no longer be considered for any purposes under this Agreement as a Business Employee.
(ii) If the contract of employment of any person other than a Business Employee (an “Undisclosed Employee”) is, within six (6) months of the Closing Date, found or alleged to have transferred automatically by operation of applicable Law or Order to an Acquired Company, Buyer...
Automatic Transfer Employees. The Automatic Transfer Employees shall transfer from Xxxxxxxx-Xxxxx to Halyard by operation of law, effective as of the Distribution Date. Except to the extent set out in this Agreement or otherwise agreed between the parties, such employees shall be employed by Halyard on terms and conditions as required by the relevant Automatic Transfer Law.
Automatic Transfer Employees. Effective as of the Closing Date, the Automatic Transfer Employees will be transferred by operation of Applicable Law unless the Automatic Transfer Employees object to their transfer pursuant to Applicable Law. Unless otherwise set forth in this Agreement, the rights, powers, duties, Liabilities and obligations of Parent, Seller and any Affiliate of Seller with respect to such Automatic Transfer Employees in respect of their terms and conditions of employment in force immediately before the Closing Date will be transferred to Company, Purchaser or any Affiliate of Purchaser in accordance with Applicable Law. (d)
Automatic Transfer Employees. Where (A) local employment Laws provide for an automatic transfer of employees upon the transfer of a business as a going concern or (B) employees employed by a Transferred Subsidiary continue such employment as of the Closing Date, the employment of the Applicable Employees shall not be terminated upon the Closing and the rights, powers, duties, liabilities and obligations of Seller or any Seller Entity to or in respect of such Applicable Employees in respect of any Contract of employment with such Applicable Employees in force immediately before the Closing shall be transferred to Buyer and/or one of its Affiliates (or continue with the relevant Transferred Subsidiary, as applicable) in accordance with those local employment Laws, as applicable, in connection with the Transaction; and
Automatic Transfer Employees. (a) Notwithstanding anything to the contrary in this Agreement, effective as of the Closing, all rights, powers and Liabilities of Seller and its Subsidiaries to or in respect of any Automatic Transfer Employee (including the rights, powers and Liabilities under, in connection with or arising from a Contract of employment or employment relationship between an Automatic Transfer Employee and Seller or any of its Subsidiaries) in force and effect immediately prior to the Closing will remain with, or be transferred by operation of Law to, Buyer. Notwithstanding anything to the contrary in this Agreement, Buyer will employ all Automatic Transfer Employees from and after the Closing for at least the period of time required by applicable Law.
(b) Buyer will comply (or cause its Subsidiaries to comply) with all applicable provisions of the Transfer Regulations and other similar country-specific legal standards or applicable Laws in respect of all Automatic Transfer Employees.
Automatic Transfer Employees. (a) Except as otherwise set forth in this Agreement, effective as of the Closing, all rights, powers and Liabilities of Seller and its Subsidiaries to or in respect of any Automatic Transfer Employee who is not a Local Transfer Employee (including the rights, powers and Liabilities under, in connection with or arising from a Contract of employment or employment relationship between an Automatic Transfer Employee and Seller or any of its Subsidiaries) in force and effect immediately prior to the Closing will remain with, or be transferred by operation of Law to, Buyer or its applicable Subsidiaries.
(b) Buyer will comply (or cause its Subsidiaries to comply) with all applicable provisions of the Transfer Regulations and other similar country-specific legal standards or applicable Laws in respect of all Automatic Transfer Employees.
Automatic Transfer Employees. With respect to Business Employees who are not Company Employees and who are located in a jurisdiction where local employment or other Laws provide for the automatic transfer of Business Employees upon the transfer of a portion of the Business by operation of law (the “Automatic Transfer Employees”), the contracts of employment of the Automatic Transfer Employees (and the rights, powers, duties, liabilities and obligations of Seller or any of its Affiliates to or in respect of such contracts of employment of the Automatic Transfer Employees) will automatically transfer to Buyer or one of its Affiliates upon the Closing, in accordance with applicable Laws.
