Common use of Transition Planning Clause in Contracts

Transition Planning. (i) Parent and IPC shall each appoint three officers, including in each case its chief financial officer, to serve from time to time as their respective representatives on a committee that will be responsible for coordinating transition planning and implementation relating to the Mergers. Either party may remove and replace its appointees at any time. During the period between the date of this Agreement and the Effective Time of the Mergers, such committee shall (A) examine various alternatives regarding the manner in which to best organize and manage the businesses of Parent and the Companies after the Effective Time of the Mergers and (B) coordinate policies and strategies with respect to regulatory authorities and bodies, in all cases subject to applicable law and regulation. (ii) In order to facilitate an orderly transition of the business of the Companies to a wholly owned subsidiary of Parent and to permit the coordination of their related operations on a timely basis, the Companies shall consult with Parent on all strategic and material operational matters. Without in any way limiting the provisions of Section 5.04, Parent, its subsidiaries, officers, employees, counsel, financial advisors and other representatives shall, upon reasonable notice to either Company, be entitled to review the operations and visit the facilities of such Company and its subsidiaries during business hours as may be deemed reasonably necessary by Parent in order to accomplish the foregoing. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct either Company's operations prior to the Effective Time of the Mergers. (iii) Promptly following the date hereof, Parent and the Companies shall, to the extent not violative in any material respect of any law or of any contracts or agreements to which any party hereto or any of its subsidiaries or controlled affiliates is a party, commence to negotiate in good faith an agreement to transition the Companies' business onto Parent's network and review Parent's and the Companies' U.S. domestic network to obtain the maximum network optimization and synergies as necessary for the Companies' future business plans.

Transition Planning. (ia) Parent Commencing on and IPC shall each appoint three officers, including in each case its chief financial officer, to serve from time to time as their respective representatives on a committee that will be responsible for coordinating transition planning and implementation relating to the Mergers. Either party may remove and replace its appointees at any time. During the period between following the date of this Agreement Agreement, and the Effective Time of the Mergers, such committee shall (A) examine various alternatives regarding the manner in which to best organize and manage the businesses of Parent and the Companies after the Effective Time of the Mergers and (B) coordinate policies and strategies with respect to regulatory authorities and bodies, in all cases subject to applicable law Law and regulationSection 5.04, upon the reasonable request of the Parent, the Company shall, and shall cause its Subsidiaries to, cooperate with the Parent and its Subsidiaries to facilitate the integration of the Parties and their respective businesses effective as of the Closing Date, or such later date as may be determined by the Parent. (iia) In order Without limiting the generality of the foregoing, from the date hereof through the Closing Date, and consistent with the performance of their day-to-day operations and the continuous operation of the Company and its Subsidiaries in the ordinary course of business, and subject to any requirements under applicable Law, the Company shall use commercially reasonable efforts to cause the employees and officers of the Company and its Subsidiaries to provide Parent assistance, including, but not limited to, meeting on a regular basis to discuss and plan for the integration of the Company’s and Parent’s businesses and the conversion of customer data, data processing and related electronic informational systems of the Company and each of its Subsidiaries to those used by the Parent, which planning shall include, but not be limited to: (a) discussion of third-party service provider arrangements of the Company and each of its Subsidiaries; (b) nonrenewal, after the Effective Time, of personal property leases and software licenses used by the Company and each of its Subsidiaries in connection with systems operations; (c) retention of outside consultants and additional employees to assist with integration and conversion planning; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; (e) issuance of joint communications and notices relating to anticipated account changes or systems conversion; and (e) any other actions necessary and appropriate to facilitate an orderly transition the integration and conversion as soon as practicable following the Effective Time, including data processing, information technology and cybersecurity systems testing; provided, however, that neither the Company nor any Company Subsidiary shall be required to terminate any third-party service provider arrangements prior to the Closing. (b) From the date of this Agreement until the business of the Companies to a wholly owned subsidiary of Parent and to permit the coordination of their related operations on a timely basis, the Companies shall consult with Parent on all strategic and material operational matters. Without in any way limiting the provisions of Section 5.04, Parent, its subsidiaries, officers, employees, counsel, financial advisors and other representatives shallClosing, upon reasonable notice from Parent, the Company shall, at Parent’s expense: (A) deploy, as directed by Parent, agent-based security software to either eligible IT Assets (ensuring successful connectivity of agents to the Company’s control servers) for purposes of conducting a hygiene assessment of the IT Assets, be entitled to review and (B) provide access for, and cooperate with Parent in the operations and visit performance of, a compromise assessment of the facilities Company’s environment by a third-party security company selected by Parent, including the deployment of such Company security software and its subsidiaries during business hours appliances and the granting of such access to the Company’s IT Assets, security logs, and security data, as may be deemed reasonably necessary by Parent in order appropriate to accomplish the foregoing. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct either Company's operations prior to the Effective Time of the Mergerssupport such compromise assessment. (iii) Promptly following the date hereof, Parent and the Companies shall, to the extent not violative in any material respect of any law or of any contracts or agreements to which any party hereto or any of its subsidiaries or controlled affiliates is a party, commence to negotiate in good faith an agreement to transition the Companies' business onto Parent's network and review Parent's and the Companies' U.S. domestic network to obtain the maximum network optimization and synergies as necessary for the Companies' future business plans.