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.
Restructuring. Upon written request by the Union, Management agrees to meet and confer with the Union on the impact of implementing work rule changes specifically related to restructuring when such matters are not covered by the Memoranda of Understanding or Civil Service Rules. During the term of this agreement, when such work rule changes are implemented, the significant numbers provision of the Full Understanding, Modification and Waiver Article shall not apply to matters subject to restructuring impact negotiations within each department.
Restructuring. (a) The parties have taken or will take, and have caused or will cause their respective Subsidiaries to take, all actions that are necessary or appropriate to implement and accomplish the transactions contemplated by each of the steps set forth in the Restructuring Plan (collectively, the “Restructuring”); provided, that Steps 1 through 7 of the Restructuring Plan shall be completed prior to the Effective Time.
(b) The Split-Off Transactions and the Liberty Media Exchange are intended to be part of the same plan of reorganization, even though there may be delays between the completion of certain steps of the transaction.
Restructuring. (a) Prior to the Closing, Seller shall cause:
(i) each Purchased Subsidiary to convey, transfer, assign and deliver to Seller or a Retained Subsidiary all of such Purchased Subsidiary’s right, title and interest in, to and under (A) the assets, properties and business, of every kind and description, that are not owned, held or used primarily in the conduct of the Business by such Purchased Subsidiary, including all right, title and interest of such Purchased Subsidiary in, to and under the assets and properties listed in Section 2.06(a)(i) of the Disclosure Schedule and (B) all cash and cash equivalents on hand and in banks as of the close of business on the Business Day immediately prior to the Closing Date except for any Transferred Cash (the “Purchased Subsidiary Pre-Closing Cash”). All such assets, properties and business shall be deemed to be Excluded Assets for all purposes of this Agreement. Notwithstanding anything to the contrary in this Section or elsewhere in this Agreement, prior to the Closing Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into any transaction or series of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing Cash, in each case to the extent such action or transaction would have any Economic Detriment;
(ii) all contracts and Liabilities of each Purchased Subsidiary of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that do not primarily relate to or arise out of the conduct of the Business or which are Purchased Subsidiary Liabilities, including all contracts and Liabilities listed in Section 2.06(a)(ii) of the Disclosure Schedule, to be assumed by Seller or a Retained Subsidiary. All of such contracts and Liabilities shall be deemed to be Excluded Liabilities for all purposes of this Agreement; and
(iii) each Purchased Subsidiary to transfer to Seller or a Retained Subsidiary (or otherwise terminate the employment of) any employee who is not a Business Employee. For the avoidance of doubt, all Liabilities and commitments relating to such employees shall be deemed to be Excluded Liabilities for all purposes of this Agreement.
(b) If the transactions contemplated by Section 2.06(a) (the “Restructuring”) are not completed on or prior to the Closing Date, then
(i) the Closing ...
Restructuring. To facilitate the Transaction, from the date of this Agreement until the Closing Date, Seller shall, and shall use its reasonable best efforts to cause Rexam to, use its reasonable best efforts to effectuate the restructuring substantially as outlined in the steps plan set forth in Schedule 4.16 (such steps plan, the “Restructuring Steps Plan” and the steps outlined therein, the “Restructuring”) prior to the Closing, except with respect to actions expressly contemplated or permitted by the Restructuring Steps Plan to take place after the First Closing, with such changes to the Restructuring Steps Plan as may be requested by any Governmental Authority or the Monitoring Trustee. Seller shall keep Purchaser reasonably informed with respect to the status of the Restructuring and shall make changes to the Restructuring Steps Plan only after prior, good faith consultation with Purchaser (or its counsel) and after considering in good faith Purchaser’s views and comments that are provided in a timely manner. If Purchaser does not consent in writing (such consent not to be unreasonably withheld, conditioned or delayed) to any such changes to the Restructuring Steps Plan, then Seller shall indemnify and hold Purchaser and its Affiliates (including the Purchased Entities after Closing) harmless from any Loss and any incremental Taxes for a Post-Closing Tax Period suffered or incurred by any of them as a result of or arising out of or relating to any such change unless such change was required by the Monitoring Trustee. Seller and Purchaser agree that they will, in the twenty (20) day period following the date of this Agreement, discuss in good faith the optimal structure (from the viewpoint of each of them) for the restructuring and transfer to Purchaser of the Purchased Assets located in Brazil, and any resulting amendments to this Agreement and the Restructuring Steps Plan resulting from any change to the structure from that reflected in this Agreement and the Restructuring Steps Plan on the date hereof.
Restructuring. 34.2.1 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.
34.2.2 The employer will negotiate with the new employer, including whether the affected employee 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.
34.2.3 The requirement for consultation should not be treated perfunctorily or as a mere formality. The person(s) to be consulted must be given sufficient opportunity to express their view or to point to difficulties or problems.
34.2.4 Both parties should keep open minds during consultation and be ready to change. Sufficiently precise information must be given to enable the person(s) being consulted to state a view, together with a reasonable opportunity to do so – either orally or in writing.
34.2.5 Consultation requires neither agreement nor consensus, but the parties accept that consensus is a desirable outcome.
34.2.6 However, the final decision shall be the responsibility of the employer.
34.2.7 From time to time directives will be received from government and other external bodies, or through legislative change. On such occasions, the consultation will be related to the implementation process of these directives.
34.2.8 The process of consultation for the management of change shall be as follows:
a) The initiative being consulted about should be presented by the employer as a “proposal” or “proposed intention or plan” which has not yet been finalised.
b) Sufficient information must be provided by the employer to enable the party/parties consulted to develop an informed response.
c) Sufficient time must be allowed for the consulted party/parties to assess the information and make such response, subject to the overall time constraints within which a decision needs to be made.
d) Genuine consideration must be given by the employer to the matters raised in the response.
e) The final dec...
Restructuring. (a) The parties have taken or will take, and have caused or will cause their respective Subsidiaries to take, all actions that are necessary or appropriate to implement and accomplish the transactions contemplated by each of the steps set forth in the Restructuring Plan (collectively, the “Restructuring”); provided, that all of such steps shall be completed by no later than the Effective Time.
(b) All the transactions contemplated by the Restructuring and the Distribution are intended to be part of the same plan of reorganization, even though there may be delays between the completion of certain of the transactions.
Restructuring. In response to substantive changes in curriculum, strategic direction, and/or structure of the Department/School that are not addressed through Article 24.4, the Xxxxxxx, in consultation with the Association, shall decide whether to make the provisions of Article 24.12 available to the affected Members.
Restructuring. In the event any Fund undergoes a restructuring event, including, without limitation, any merger, acquisition, or reorganization event, which does not involve transition to a new service provider as would a deconversion, but does require Ultimus to perform transfer agency services outside of the ordinary course, Xxxxxxx shall be entitled to collect from the Trust or the Adviser a fund accounting restructuring fee of not less than $[ ], which shall be in addition to any hourly event processing charge that Ultimus is permitted to charge.
4. Reimbursable Expenses [REDACTED]
5. Fee Increases [REDACTED]
Restructuring. The Restructuring shall have been consummated on or prior to the Distribution Time.
