Involuntary Transfer An ‘involuntary transfer’ shall mean a change of assignment from one building to another to fill a specific position or vacancy when the employee does not agree to the change of assignment.
6.3.1 In the event the District determines that circumstances require a transfer of staff to fill a specific position and no qualified staff member voluntarily accepts the necessary transfer then the Superintendent will determine that an involuntary transfer action needs to be implemented. A pool of potential involuntary transferees shall be designated. Each potential transferee shall be considered on the basis of information contained in his/her staff development plan, his/her past performance, and any other pertinent factors.
6.3.2 In the event two or more potential transferees are deemed equally qualified by the District, the least senior employee under consideration shall be involuntarily transferred. Each involuntary transfer will be considered on its own merits and every attempt will be made to minimize disruption to the instructional program. The Superintendent shall notify the person to be involuntarily transferred in writing and shall stipulate the reasons for the transfer. Such notification shall take place before the involuntary transfer is to be implemented. The employee who is involuntarily transferred shall have the right to meet with the Superintendent or designee.
6.3.3 Except in emergencies, at least ten (10) days written notice will be given to the person who is to be involuntarily transferred. However, the involuntary transfer will be tentative until the teacher has had the opportunity to appeal the decision through the grievance procedure. Such appeal shall be limited to alleged procedural violations of this involuntary transfer policy. Appeals on any aspect other than the procedure will be submitted to the District’s Board of Directors in accordance with Article 5, Section 1, Class B, Grievance.
6.3.4 Employees who have been involuntarily transferred who notify the District of their desire to return will be transferred back to the last assignment held if or when that former assignment becomes vacant. This consideration shall expire when the employee has worked the same number of years as the former assignment from which they were transferred.
6.3.5 A person involuntarily transferred during the school year will be granted one (1) of the options listed in Section 7, ‘New Curriculum Responsibilities’.
Involuntary Transfers Any transfer of title or beneficial ownership of Interests or Special Membership Interests, as applicable, upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member, Outside Investor Member or Other Investor Member (each, an "Involuntary Transfer") shall be void unless such Management Member, Outside Investor Member or Other Investor Member complies with this Section 13.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests or Special Membership Interests, as applicable, pursuant to this Section 13.6 and the person or entity to whom such Interests or Special Membership Interests, as applicable, have been Transferred (the "Involuntary Transferee") shall have the obligation to sell such Interests or Special Membership Interests, as applicable, in accordance with this Section 13.6. Upon the Involuntary Transfer of any Interest or Special Membership Interests, as applicable, such Management Member, Outside Investor Member or Other Investor Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests and Special Membership Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interests or Special Membership Interests, as applicable, and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests or Special Membership Interests, as applicable, over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. For purposes of this Agreement, "Carrying Value", with respect to any outstanding Special Membership Interest, means the value equal to the Special Membership Interest Funds advanced by the applicable selling Management Member, Outside Investor Member or Other Investor Member in respect of any such outstanding Special Membership Interest (plus any portion of accrued and unpaid interest on the applicable pro rata outstanding portion of the Bulk Advances that is allocable to the applicable Member pursuant to Section 10.8), less principal amounts paid to such Member in respect of such Member's Special Membership Interest.
Voluntary Transfer An employee who transfers within the same class shall receive no salary adjustment. An employee who transfers between classes shall receive the minimum adjustment necessary to bring his/her salary to the minimum rate of the new class. However, an employee receiving a rate of pay in excess of the range maximum shall continue to receive that rate of pay.
Voluntary Transfers 1. Employees may apply for a transfer within the application deadline to any opening posted pursuant to the provisions of Section B of this Article. Prior to April 1, of the school year, employees may also apply for transfer for the following school year even if there are no known openings at the time of application; provided, however, that the application specifies the school(s), grade level(s), and subject area(s) of the positions to which the employee would like to transfer.
2. When an employee wants to transfer, the following procedure shall be followed:
a. The employee shall obtain a Transfer Request Form from the Human Resources Office and complete the appropriate section of the form.
b. The employee shall then submit the completed Transfer Request Form to the employee’s site administrator for signature and comment. Such signature shall be an acknowledgment that the site administrator has been informed of the employee’s desire for transfer. If a Transfer Request Form is submitted in connection with a particular vacancy or for the purpose of specifying interest in a position if one should become vacant, the employee shall be notified that the form has been received. Transfer forms received directly in the Human Resources department will be date stamped with a copy provided to the employee. If the form is submitted electronically, they will receive an email acknowledgement.
c. The Human Resources Office shall furnish the site administrator of the work site where a specific vacancy exists with the name(s) and present assignment(s) of employee(s) applying for the vacancy. That site administrator shall interview each employee requesting the transfer, and then shall make a recommendation to the Assistant Superintendent, Human Resources.
3. When, as reasonably determined by the District, the qualifications of candidates for a particular position are equal, present employees shall be given preference over non-employees and the present employees with the greatest seniority shall be given preference over the other present employees.
4. When a transfer request is denied, the District shall notify the employee whose transfer request was denied. The Assistant Superintendent, Human Resources, upon written request of the employee, shall meet with the employee and explain the specific reason(s) for the denial. A representative of the Association may be present at this meeting if requested by the employee, and another representative of the District may be present at this meeting if requested by the Assistant Superintendent, Human Resources.
5. Filing a request for transfer shall be without prejudice to the employee in the employee's present position.
VOLUNTARY TRANSFERS AND REASSIGNMENTS 12.3.1 A listing of tentative vacancies for which the District will interview shall be posted annually in each school on or about March 30 and April 15. The transfer or reassignment closing date will be April 30. Those employees applying within this window shall receive placement prior to consideration of outside applicants.
Assignment; Change in Control 19.1 Neither Party may assign, delegate, or otherwise transfer this Agreement, or any rights, remedies, or obligations under this Agreement, (including by forward or reverse merger, consolidation, dissolution, or operation of law, and whether voluntarily or by a governmental authority’s action or order) without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that either Party may assign, delegate, or otherwise transfer this Agreement or any rights, remedies, or obligations under this Agreement without the other Party’s consent to: (i) an Affiliate; or (ii) an acquirer of all or substantially all of the equity interests, assets, or business to which this Agreement relates of the assigning Party (including by a merger, consolidation, or operation of law). Any purported assignment, delegation or other transfer in violation of this Clause 19.1 is void. You acknowledge that your assignment, delegation, or other transfer of this Agreement will not relieve you of your obligations under this Agreement. This Agreement binds and inures to the benefit of the Parties and their respective permitted assignees and successors.
19.2 You shall notify bookinglab in writing, where practicable in advance of, but in any event as soon as reasonably possible after the occurrence of, any actual or proposed change in control of you. Where such change of control results or would result in a direct competitor of JRNI or bookinglab directly or indirectly owning or controlling 50% or more of you, bookinglab shall be entitled to terminate this Agreement for cause immediately upon written notice to you.
Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers
(1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer.
(2) Prior to the transfer the Escrow Agent must receive:
(a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer;
(b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received;
(c) an acknowledgment in the form of Schedule “B” signed by the transferee;
(d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and
(e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.
(3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.
Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,
Permitted Transfer Notwithstanding anything in this Article 5 to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).
