Employees and management. Renesas attaches tremendous importance to the skill, knowledge and expertise of Dialog’s employees and management and recognises their important contribution to Dialog’s success. Renesas confirms that following completion of the Acquisition, the existing contractual and statutory employment rights of Dialog’s employees will be fully observed in accordance with applicable law. Furthermore, until 31 December 2022, Renesas will maintain base salary or wage rates and cash allowances, provide substantially comparable cash incentive compensation and long-term incentive compensation opportunities, and provide a benefits package which is at least substantially comparable in the aggregate to existing benefits arrangements. Following completion of the Acquisition, Renesas intends to carry out a detailed review of Dialog’s business and operations, to identify any areas of duplication or overlap and to optimize the structure of the merged business units of the Combined Group in order to achieve the anticipated benefits of the Acquisition. In identifying any areas of duplication or overlap, Renesas expects to review the merged business units of the Combined Group as a whole, and implement the best practices which Renesas and Dialog can learn from each other. Based on its experience from previous acquisitions, Renesas expects the Acquisition to result in limited headcount reductions across the Combined Group, with no more than a single digit percentage headcount reduction impacting the Dialog business. From its initial analysis, Renesas expects the majority of these synergies to be in the sales, general and administrative business functions of the Combined Group, although a greater proportion are likely to be in Dialog’s head office, corporate and support functions which overlap with Renesas’ existing functions. Renesas also expects to streamline the management structure where there is overlap in title and function across the Combined Group. Renesas will only develop and implement such proposals once the detailed review and integration planning referred to above has been completed and discussions have been undertaken with the people concerned. Dialog will assist with integration planning, as appropriate. The finalisation and implementation of any workforce reductions and, where applicable, other impacts of such proposals on Dialog’s employees (including for example, the impact on daily commute), will be subject to comprehensive planning, appropriate engagement with rele...
Employees and management. In addition to, or in lieu of, hiring employees, the Agency may engage one or more Members to manage any or all of the business of the Agency or to provide employees to manage any or all of the business of the Agency on terms and conditions acceptable to the Board of Directors. Any Member so engaged shall have such responsibilities and shall be compensated as set forth in the agreement for such Member’s services entered into by and between such Member and the Agency, which agreement shall be approved by the Board. Notwithstanding the foregoing, the Director appointed by the Member providing such services shall not vote on the agreement to provide such services.
Employees and management. Keysight greatly values the skills, experience and expertise of the Spirent Group’s management and employees and attaches great importance to their value and contribution in the context of the future success of the Combined Group as a business going forward. Identifying and retaining key staff within the Combined Group following Completion will be of critical importance to Keysight. Keysight believes that employees will benefit from greater growth and career opportunities through being part of the larger Combined Group. As part of the Post-Completion Review, Xxxxxxxx intends to look at ways to optimise the structure of the Combined Group in order to achieve the anticipated benefits of the Acquisition whilst leveraging its existing sizeable presence in the UK. As noted in paragraph 3, as a result of Xxxxxxxx’s preliminary analysis, due to the Spirent Group’s and the Keysight Group’s highly complementary technologies, Keysight anticipates synergies will be realised primarily through synergies from the Keysight Group’s SG&A infrastructure. Keysight anticipates that it can leverage its large global salesforce and extensive customer base to extend the reach of the Spirent Group’s and the Keysight Group’s combined portfolio of leading technologies and improve go to market efficiency. Keysight also intends to drive efficiencies and cost synergies through improvements to the Combined Group’s operations, including leveraging back office resources, consolidation of near adjacent office space, synergies in using engineering tools and licenses, supply chain optimisation and the elimination or reduction of functions and expenses which have historically been related to Spirent’s status as a listed company. Based on Xxxxxxxx’s preliminary evaluation, the synergy plan suggests headcount reductions of less than five per cent. across the Combined Group. Xxxxxxxx intends to approach employee and management integration with the aim of retaining and motivating the best talent across the Combined Group to create a best-in-class organisation. The planning, preparation, finalisation and implementation of any headcount reductions will be subject to comprehensive planning and appropriate engagement with stakeholders, including affected employees and any appropriate employee representative bodies. It is anticipated that efforts will be made to mitigate headcount reductions made as a result of redundancies, via natural attrition, the elimination of vacant roles and alternative job op...
Employees and management. In addition to, or in lieu of, hiring employees, the Authority may engage one or more General Members to manage any or all of the business of the Authority on terms and conditions acceptable to the Board of Directors. Any General Member so engaged shall have such responsibilities as are set forth in the contract for such General Member’s services which shall be approved by a majority vote of the Directors representing the non-contracting Members.
Employees and management. LMP Bidco attaches great importance to the skill and experience of Xxxxxxx Xxxxxx’x management and employees and recognises that the commitment of the employees and management of the Xxxxxxx Xxxxxx Group will be a critical part of the future success of Xxxxxxx Xxxxxx. Building on its current strategy, LMP Bidco intends to support the Xxxxxxx Xxxxxx management team in executing appropriate technology-related and other initiatives to drive efficiency, effectiveness and growth, and does not intend to initiate any material headcount reductions within the current Xxxxxxx Xxxxxx organisation as a result of the Offer. There are no intentions to make any changes to management structures or reporting lines. LMP Bidco confirms that, following completion of the Proposed Acquisition, the existing contractual and statutory rights and terms and conditions of employment, including pension obligations, of the management and employees of Xxxxxxx Xxxxxx and its subsidiaries will be fully safeguarded in accordance with applicable law. LMP Bidco has no intention to make any material change to the conditions of employment of Xxxxxxx Xxxxxx employees or in the balance of the skills and functions of the employees and management of Xxxxxxx Xxxxxx. It is expected that once Xxxxxxx Xxxxxx ceases to be a listed company, certain corporate and support functions will potentially require reduced headcount. LMP Bidco has not yet developed proposals as to how any such headcount reductions would be implemented. Following completion of the Proposed Acquisition, LMP Bidco intends to put in place incentivisation arrangements for certain managers and employees of Xxxxxxx Xxxxxx. The terms of these arrangements are to be determined at the appropriate time. LMP Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangement with any member of Xxxxxxx Xxxxxx’x management or with any Xxxxxxx Xxxxxx employee, and no such discussions will take place prior to completion of the Proposed Acquisition. Upon completion of the Proposed Acquisition, LMP Bidco does not intend to make any material restructurings or changes in location of Xxxxxxx Xxxxxx’x headquarters and headquarters functions, operations and places of business. In addition, no changes are expected with respect to the redeployment of Xxxxxxx Xxxxxx’x fixed asset base or the research and development functions of Xxxxxxx Xxxxxx. LMP Bidco expects that Xxxxxxx Xxxxxx’x non-executive dir...
Employees and management. Bidco attaches great importance to the skill and experience of TRG’s management and employees and recognises that the employees and management of TRG have been and will continue to be key to the continued success of the TRG Group. Other than as a result of the Evaluation, Bidco does not intend to make any material reduction to the headcount, or any material change to the conditions of employment or to the balance of skills and functions, of the TRG Group’s employees or management. It is intended that, with effect from the Effective Date, each of the non-executive Directors of TRG shall resign from their office. Once TRG ceases to be a listed company, some central management, corporate and support functions, including PLC-related functions, may be reduced in scope, which is likely to result in a limited reduction of headcount in these areas. Any such headcount reduction shall be carried out in accordance with applicable law. Xxxxx confirms that, following the Acquisition becoming Effective, the existing contractual and statutory employment rights, including pension rights, of all TRG management and employees will be fully safeguarded in accordance with applicable law. Bidco does not intend to make any change to the benefits provided by XXX’s defined contribution pension arrangements and intends for the employer to continue to make contributions in line with the current arrangements. No member of the TRG Group participates in any defined benefit pension scheme. Following the Acquisition becoming Effective, Bidco intends to review the management, governance and incentive structures of TRG. Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of TRG’s management, but may have discussions and enter into such discussions for certain members of the TRG management team following the Effective Date. Bidco does not intend to undertake any material restructurings or change in the locations of TRG’s fixed assets or places of business, subject to the outcome of the Evaluation mentioned above. Bidco does not intend to change the location or functions of TRG’s headquarters in London. TRG does not currently have a research and development function and Bidco has no plans in this regard. TRG Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange. As set out in paragraph 16, applications will be made for the cancellation of the listing of TRG Sh...
Employees and management. (a) Other than as set forth in the Disclosure Letter, no Employee has budgeted annual remuneration (including bonus) from any Target Company in excess of RUB 6,000,000 (six million roubles) in 2017.
(b) No Target Company is obliged to, or has made any provision to increase or vary, any Employee’s salary, bonus, or other remuneration, which would in aggregate increase the Target Companies’ total costs in respect of all Employees by more than 5 per cent per annum.
(c) Other than any amounts payable by the Parent Group, no Target Company has any share incentive scheme, equity-linked scheme or profit-sharing scheme for the benefit of any director or Employee.
(d) Other than as set forth in the Disclosure Letter, the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby will not (other than any amounts payable by the Parent Group): (i) entitle any current or former employee, consultant, director or shareholder of a Target Company to any payment; (ii) increase the amount of compensation due to any such person; or (iii) accelerate the vesting or funding of any compensation or other benefit for any such person.
(e) There are no collective bargaining agreements or other arrangements between any Target Company and any trade union, staff association, trade association, works council or other body representing employees.
(f) Each Target Company is not and has never been a party to any pension agreement or arrangement.
(g) The terms of all employment contracts of each Target Company comply in all material respects with Applicable Laws in the sphere of labour and employment.
Employees and management. 5.1. The Company Being Acquired does not have any employees.
Employees and management. 9.1. The merging funds do not have employees. A subsidiary of the Acquiring Fund as well as a subsidiary of the Fund Being Acquired have employees employed under employment contracts where this is appropriate considering the specifics of the assets and interests of the merging funds (for example in shopping centres), also where this is required under the law, and the merger does not affect the employment contracts concluded with the merging funds subsidiaries’ employees, which continue to remain valid under the same terms and conditions.
9.2. The merging funds purchase services under the management contract from the fund manager (EfTEN Capital AS) or with the assistance of the fund manager and in accordance with the management contract and the outsourcing arrangements of the fund manager from third parties (e.g. audit service, brokerage service, if necessary, safe custody, etc.). The management contract between the Fund Being Acquired and the fund manager as well as the depositary contract between the Fund Being Acquired and depositary (AS Swedbank) shall be terminated in connection with the merger.
9.3. Upon entry of the merger on the registry card of the Acquiring Fund, the authorisations and term of office of the members of the management board and the supervisory board of the Fund Being Acquired shall be deemed expired.
Employees and management. Bidco attaches great importance and value to the skills, experience and commitment of Network’s management and employees. Until the review referenced above is completed, Bidco cannot be certain what, if any, repercussions there shall be on employment of the management and employees of the Enlarged Group, the location of Magnati’s or Network’s places of business or any redeployment of Network’s fixed assets and currently has no firm intentions, nor have any firm proposals been developed, with regard to the foregoing. Bidco recognises however, that in order to achieve the expected benefits of the Brookfield Offer, some operational and administrative restructuring may be required across both Magnati and Network following completion of the Brookfield Offer. Preliminary integration work carried out to date has confirmed that there is likely to be administrative overlap between the Network and Magnati businesses and that there is the potential to generate cost savings for the Enlarged Group through corporate and administrative efficiencies. In particular, in the event of a delisting of Network Shares and re-registration of Network as a private limited company, a number of corporate and support functions, including certain functions relating to Network’s status as a public listed company, are likely to see reduced headcount. Bidco would approach any integration in an open and transparent manner and will work with the Network management team to support the integration with the aim of maintaining operational momentum and retaining and motivating the best talent across the Enlarged Group. The finalisation and implementation of any restructuring, integration, and workforce reductions shall be subject to detailed and comprehensive planning, and to appropriate engagement (including, where applicable, consultation) with stakeholders, including affected employees and any appropriate employee representative bodies in accordance with the legal obligations of the Enlarged Group. Bidco would commence this engagement (including, where applicable, consultation) process long enough before any final decision is taken to implement any job reductions so as to ensure that relevant legal obligations are complied with. It is intended that, upon completion of the Brookfield Offer, each of the non-executive members of the Network Board shall resign from their office as a director of Network. Following the completion of the Brookfield Offer, the existing contractual and statutory employ...
