EPCOS Shanghai. EPCOS Shanghai will transfer to Wuxi Newco the Acquired Assets held by EPCOS Shanghai pursuant to the Asset Transfer Agreement in substantially the form attached hereto as Exhibit X (the “Wuxi Restructuring Agreement”).
EPCOS Shanghai. Qualcomm Shenzhen will make an offer of employment to each EPCOS Shanghai Business Employee (including any Module Design Employee and applicable Shared Service Employee) pursuant to Section 6.6(b) whose principal place of work is located in Shenzhen, China, which Business Employees are listed on the Business Schedule under “EPCOS Shanghai-Shenzhen.” QWCST will make an offer of employment to each EPCOS Shanghai Business Employee (including any Module Design Employee and applicable Shared Service Employee) pursuant to Section 6.6(b) whose principal place of work is located in Beijing, China, which Business Employees are listed on the Business Schedule under “EPCOS Shanghai-Beijing.” Qualcomm International Shanghai will make an offer of employment to each EPCOS Shanghai Business Employee (including any Module Design Employee and applicable Shared Service Employee) pursuant to Section 6.6(b) whose principal place of work is located in Shanghai, China, which Business Employees are listed on the Business Schedule under “EPCOS Shanghai-Shanghai.” Qualcomm China will make an offer of employment to each EPCOS Shanghai Business Employee (including any Module Design Employee and applicable Shared Service Employee) pursuant to Section 6.6(b) whose principal place of work is located in Xi’An, China, which Business Employees are listed on the Business Schedule under “EPCOS Shanghai-Xi-An.” (oo) Schedule 6.15(b)(i) (Non-Competition) of the Master Agreement is hereby amended and restated by Schedule 6.15(b)(i) hereto. (pp) The last sentence of Section 6.20(a) of the Master Agreement is hereby amended and restated as follows: “In addition, at or promptly following the JV Closing (and in any event within three (3) Business Days of the JV Closing), the applicable Seller Group member or the Additional Seller Group Company shall deliver to the applicable Purchaser Group member or JV Entity (to the extent not already held by a JV Entity) an electronic copy of all Technology (including any Dedicated Application (as defined in the IT Carve Out Agreement)) licensed to the Seller Group under any Assumed Contract; provided that any such Technology delivered to Qualcomm -8- Technologies, US Newco or any other Purchaser Group member in the United States shall be transmitted electronically and not on any tangible medium unless so requested in writing by Purchaser.” (qq) Schedule 7.1(b)(vi)(B) (Required Contract Consents) of the Master Agreement is hereby amended by removing the Contrac...
EPCOS Shanghai. EPCOS Shanghai will transfer the Tangible Personal Property constituting Acquired Assets (collectively, the “EPCOS Shanghai Employee Assets”) held by EPCOS Shanghai and used by (I) the “EPCOS Shanghai-Shenzhen” Business Employees to Qualcomm Shenzhen, (II) the “EPCOS Shanghai-Beijing” Business Employees to QWSCT, (III) the “EPCOS Shanghai-Shanghai” Business Employees to Qualcomm International Shanghai and (IV) the “EPCOS Shanghai-Xi’An” Business Employees to Qualcomm China, in each case as such Business Employees are identified on the Business Employee Schedule and pursuant to an asset transfer agreement in form and substance reasonably satisfactory to Purchaser and Seller (collectively, the “China Transfer Agreements,” and together with the Japan Transfer Agreement, the France Transfer Agreement, the Finland Transfer Agreement, the Austria Transfer Agreement, the Austria IP Transfer Agreement, the Netherlands Transfer Agreement, the Korea Transfer Agreement, the Taiwan Transfer Agreement, the US Transfer Agreement, the UK Transfer Agreement, and the Hong Kong Transfer Agreement, the “Local Asset Transfer Agreements”).”
EPCOS Shanghai. Qualcomm Shenzhen will make an offer of employment to each EPCOS Shanghai Business Employee (including any Module Design Employee and applicable Shared Service Employee) pursuant to Section 6.6(b) whose principal place of work is located in Shenzhen, China, which Business Employees are listed on the Business Schedule under “EPCOS Shanghai-Shenzhen.” QWCST will make an offer of employment to each EPCOS Shanghai Business Employee (including any Module Design Employee and applicable Shared Service Employee) pursuant to Section 6.6(b) whose principal place of work is located in Beijing, China, which Business Employees are listed on the Business Schedule under “EPCOS Shanghai-Beijing.” Qualcomm International Shanghai will make an offer of employment to each EPCOS Shanghai Business Employee (including any Module Design Employee and applicable Shared Service Employee) pursuant to Section 6.6(b) whose principal place of work is located in Shanghai, China, which Business Employees are listed on the Business Schedule under “EPCOS Shanghai-Shanghai.” Qualcomm China will make an offer of employment to each EPCOS Shanghai Business Employee (including any Module Design Employee and applicable Shared Service Employee) pursuant to Section 6.6(b) whose principal place of work is located in Xi’An, China, which Business Employees are listed on the Business Schedule under “EPCOS Shanghai-Xi-An.” (oo) Schedule 6.15(b)(i) (Non-Competition) of the Master Agreement is hereby amended and restated by Schedule 6.15(b)(i) hereto.
EPCOS Shanghai. Qualcomm Shanghai will make an offer of employment to each EPCOS Shanghai Business Employee (including any Module Design Employee and applicable Shared Service Employee) pursuant to Section 6.6(b). Such Business Employees are listed on the Business Employee Schedule under “EPCOS Shanghai-Shanghai.” Qualcomm China will make an offer of employment to each EPCOS Shanghai Business Employee (including any Module Design Employee and applicable Shared Service Employee) whose principal place of work is located in Xian, China, Shenzhen, China and Beijing, China pursuant to Section 6.6(b). Such Business Employees are listed on the Business Employee Schedule under “EPCOS Shanghai-Xian,” “EPCOS Shanghai-Shenzhen,” or “EPCOS Shanghai-Beijing.”
