Redesign and Restructuring. The Superintendent and the Association President shall meet annually in the fall after the School Performance Framework is released to discuss the by the end of October to identify schools that may be eligible for redesign, closure, or restart. Timelinessubject to Restructuring, Redesign, Closure or Program Change and the timeline for decision making and options regarding restart or closure. Options to Restructuring or Redesign shall be discussed. 5-6-1 A school shall be identified for Redesign based on substandard student achievement or substandard growth in student achievement as identified in federal or state accountability systems. 5-7-1-1 Starting in the 2017-2018 school year, the Districts’ SPF indicators calculation system shall remain the same for a minimum of three years. Any changes to the SPF calculations must be preceded with written notice to DCTA, formal discussions with DCTA, and public comment jointly facilitated by DCTA. No change shall be implemented unless teachers and SSPs receive notice of the change prior to the beginning of the school year in which the changes will be implemented. 5-76-2 The Restructuring of a school is the alteration of the governance structure of the school, as provided in the reauthorization of the Every Student Succeeds Act. Elementary and Secondary Education Act 5-7-3-1 Moratorium for charter schools: There will be a net zero increase in the number of Board authorized charter schools over the term of this agreement and the total number of students enrolled in charter schools by the end of the school year 2020-2021 will not exceed 101% of the total student charter enrollment capacity as of school year 2016-2017. 5-76-4 The treatment of personnel in schools subject to redesign, restart or closureRedesign, Restructuring and Program Change is described in Article 13. 5-7-53 6-5 The Association and the District affirm that early intervention to improve achievement in a school that may be designated for redesign, restartRedesign or closureRestructuring is in the best interests of the school’s students, teachers, parents, Community and the District. Toward that end, Early intervention is consistent with federal and state accountability system timelines. no school shall be subject to redesign or closure until the District will continue to implement its Tiered Support Framework (or a future equivalent), a structure that proactively targets resources District has provided and documented significant supports for the improv...

Redesign and Restructuring. The Superintendent and the Association President shall meet annually in the fall after the School Performance Framework is released to discuss the by the end of October to identify schools that may be eligible for redesign, closure, or restart. Timelinessubject to Restructuring, Redesign, Closure or Program Change and the timeline for decision making and options regarding restart or closure. Options to Restructuring or Redesign shall be discussed. 5-6-1 A school shall be identified for Redesign based on substandard student achievement or substandard growth in student achievement as identified in federal or state accountability systems. 5-6-2 The Restructuring of a school is the alteration of the governance structure of the school, as provided in the reauthorization of the Elementary and Secondary Education Act Every Student Succeeds Act. 5-6-4 The treatment of personnel in schools subject to redesign, restart or closureRedesign, Restructuring and Program Change is described in Article 13. 5-7-3 6-5 The Association and the District affirm that early intervention to improve achievement in a school that may be designated for redesign, restartRedesign or closureRestructuring is in the best interests of the school’s students, teachers, parents, Community and the District. Toward that end,Early intervention is consistent with federal and state accountability system timelines. No school shall be subject to redesign or closure until the District will continue to implement its Tiered Support Framework (or a future equivalent), a structure that proactively targets resourcesdistrict has provided and documented significant supports for schools that need additional support.the improvement of school performance. 5-7-4 Annually, the Superintendent (or designee) and the Association President shall meet, review, and provide input on the supports provided via the Tiered Support Framework. 5-7-5 AnnuallyThe Association and the District affirm that many internal and external factors contribute to a school’s success and will endeavor to make decisions in the best interest of students, teachers, and the community without placing blame on any one party. significant and authentic participation of the school’s existing faculty. Early intervention is consistent with federal and state accountability system timelines 5-6-5-2 Prior to any Board of Education decision, documentation and results of previous interventions must be reviewed with the school faculty, the Association and paren...

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Local Health Integration Networks and Restructuring In the event of a health service integration with another service provider the Employer and the Union agree to meet. (a) The Employer shall notify affected employees and the Union as soon as a formal decision to integrate is taken. (b) The Employer and the Union shall begin discussions concerning the specifics of the integration forthwith after a decision to integrate is taken. (c) As soon as possible in the course of developing a plan for the implementation of the integration the Employer shall notify affected employees and the Union of the projected staffing needs, and their location.
Pre-Closing Restructuring (a) Subject to Section 2.05(b), prior to the consummation of the Closing Seller shall, and shall cause its applicable Subsidiaries to, engage in restructuring activities necessary to effect a reorganization of certain assets, liabilities and legal entities to separate the Business from Seller’s other businesses (collectively, the “Pre-Closing Restructuring”), which such Pre-Closing Restructuring shall be undertaken in a manner consistent with Section 6.14 of the Seller Disclosure Letter (as the same may be modified in accordance with this Section 6.14) and otherwise in a manner, and pursuant to documentation, reasonably acceptable to Purchaser (such approval not to be unreasonably withheld, delayed or conditioned) and in accordance with applicable Law. Following the Pre-Closing Restructuring, at the Closing, Purchaser shall (directly or indirectly) own and assume all the assets, properties, claims, rights and Liabilities of Seller and its Subsidiaries constituting Transferred Assets or Assumed Liabilities and neither Purchaser nor any of its Subsidiaries (including the Transferred Entities) shall (directly or indirectly) own any Excluded Assets or be liable for or have any responsibility with respect to any Retained Liabilities. (b) Seller may propose changes to Section 6.14 of the Seller Disclosure Letter and Exhibit A (including in order to designate any additional Subsidiaries as a Transferred Entity (whether as an Auto Care Company or as an Auto Care Company Subsidiary) or to remove any Subsidiary from the universe of Auto Care Companies or Transferred Entities) at any time prior to the Closing and Purchaser shall consider any such proposal in good faith and shall not unreasonably object to, delay or condition its consent to such proposed changes. Any such agreed changes shall be incorporated into a revised, amended and restated Section 6.14 of the Seller Disclosure Letter or Exhibit A, as applicable. (c) In connection with the Pre-Closing Restructuring, Seller shall, and shall cause its applicable Subsidiaries to (i) deliver all agreements, instruments, certificates and all other documents to effect the Pre-Closing Restructuring to Purchaser (with appropriate redaction for confidential information relating to Seller’s other businesses or third-parties) and (ii) keep Purchaser reasonably informed with respect to all material activity concerning the status of the Pre-Closing Restructuring and consult with Purchaser on a regular basis and cooperate in good faith in connection with all of Purchaser’s reasonable requests for information related to the Pre-Closing Restructuring. In the event that, at any time between the date of this Agreement and the Closing, Exhibit A is amended to designate any additional Subsidiaries as a Transferred Entity (whether as an Auto Care Company or as an Auto Care Company Subsidiary) or to remove any Subsidiary from the universe of Auto Care Companies or Transferred Entities, Seller shall be permitted to revise the Seller Disclosure Letter at such time to include any additional necessary disclosures related thereto. (d) For the avoidance of doubt but subject to Section 2.05(a), the Pre-Closing Restructuring shall be completed by Seller or its applicable Subsidiaries prior to the Closing. (e) At or prior to the Closing, Seller will deliver to Purchaser all agreements, instruments, certificates and other documents necessary to evidence the release or satisfaction of all Indebtedness of the Transferred Entities (other than Transferred Indebtedness) and the release of all Liens, guarantees or other encumbrances against the Transferred Entities and Transferred Assets, including without limitation, any guarantees of or Liens securing the (i) Credit Agreement, dated June 23, 2015, as amended, with Spectrum Brands Inc. as the Borrower and Royal Bank of Canada as administrative agent and collateral agent, (ii) Indenture dated December 4, 2014, as amended, with Spectrum Brands Inc. as the Issuer and US Bank National Association as Trustee, (iii) Indenture dated May 20, 2015, as amended, with Spectrum Brands Inc. as the Issuer and US Bank National Association as Trustee, and (iv) Indenture dated September 20, 2016, as amended, with Spectrum Brands Inc. as the Issuer and US Bank National Association as Trustee.
Restructuring 24.1 In the event that all or part of the work undertaken by the employee will be affected by the employer entering into an arrangement whereby a new employer will undertake the work currently undertaken by the employee, the employer will meet with the employee, providing information about the proposed arrangement and an opportunity for the employee to comment on the proposal, and will consider and respond to their comments. The employee has the right to seek the advice of their union or to have the union act on their behalf. 24.2 The employer will negotiate with the new employer, including whether the affected employees will transfer to the new employer on the same terms and conditions, and will include in the agreement reached with the new employer a requirement that the employee be offered a position with the new employer at the same or similar terms of employment. 24.3 Where the employee either chooses not to transfer to the new employer, or is not offered employment by the new employer, the employer will activate the staff surplus provisions of this agreement.
Liquidations, Mergers, Consolidations, Acquisitions Holdings shall not, and shall not permit any of its Material Subsidiaries to, dissolve, liquidate, or wind-up its affairs, or become a party to any amalgamation, merger or consolidation, or acquire by purchase, lease, or otherwise all or substantially all of the assets or capital stock of or other ownership interest in any other Person, provided that (1) any Material Subsidiary may consolidate, amalgamate or merge into Holdings or any other Material Subsidiary provided that the Company may not merge, amalgamate or consolidate with Holdings, and the Company may only merge, amalgamate or consolidate with another Material Subsidiary if the Company is the surviving entity of such merger, amalgamation or consolidation; and (2) Holdings or any Material Subsidiary may acquire, whether by purchase, by amalgamation or by merger, (A) all of the ownership interests of another Person or (B) substantially all of the assets of another Person or of a business or division of another Person (each a “Permitted Acquisition”), provided that each of the following requirements is met: (i) if Holdings or any Material Subsidiary is acquiring the ownership interests in such Person and such Person meets the criteria for a Material Subsidiary set forth in the definition of such term at Section 1.01, such Person shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors] on or before the date of such Permitted Acquisition; (ii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and Holdings or the relevant Material Subsidiary shall have delivered to the Banks written evidence of such approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition; (iii) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as, or otherwise complementary or related to, one or more lines of business conducted by Holdings or any Material Subsidiary, or otherwise incidental to the business of a financial services company, and shall comply with Section 7.02(j) [Continuation of or Change in Business]; (iv) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition; and (v) upon the reasonable request of Agent, Holdings or the relevant Material Subsidiary shall deliver to the Agent at least five (5) Business Days before such Permitted Acquisition such information about such Person or its assets as Agent may reasonably require.
Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.
Combination and Split Up The Depositary, subject to the terms and conditions of this Deposit Agreement shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts and upon payment to the Depositary of the applicable fees and charges set forth in Section 5.9 hereof and Article (9) of the Receipt, execute and Deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.
Auditors’ Management Letters Promptly after the receipt thereof, any auditors’ management letters are received by the Borrower or by its accountants;
External Hosting Facilities DST shall implement controls, consistent with applicable prevailing industry practices and standards, regarding the collection, use, storage and/or disclosure of Fund Data by an external hosting provider.
Office Facilities During the period of employment, Executive shall have his office where the Corporation’s principal executive offices are located from time to time, which currently are at 3000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxx, and the Corporation shall furnish Executive with office facilities reasonably suitable to his position at such location.
Capital Adjustments and Reorganizations The existence of the Restricted Shares shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

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