Common use of Transition Procedure Clause in Contracts

Transition Procedure. The Executive Offices of the Surviving --------------------- Corporation subsequent to the Closing shall be the current offices of TARGET. As it consolidates the executive and corporate office functions and operations of the post-Merger PARENT to the current offices of TARGET in Westminster, Colorado, PARENT (as the Surviving Corporation) will execute the following transition procedure: (a) So long as it is reasonably practicable, and for at least six (6) months, the Surviving Corporation shall also maintain an office for financial and investor affairs in Vancouver, Canada, at which E. Greg McCartney and necessary staff will be based. (b) For x xxxxxx xx sixty (60) days following the Closing Date, PARENT will make no material change in the operations of the Surviving Company and its constituent companies. (c) Prior to the Closing, management of TARGET will conduct and analysis and review of the consolidated operations, assets, employment, facilities and resources of the Surviving Corporation, and prepare a post-Merger transition plan for the Surviving Corporation (the "Transition Plan"), such Plan to consider, among other items, the following issues: (i) consolidated operations of the Surviving Corporation to assess the desired operating structure and resource allocations for the Surviving Corporation post-Merger; (ii) headcount adjustments which may be necessary during the initial six-month post-Merger period; (iii) facility closing and other asset allocation adjustments deemed necessary to occur during the six (6) month post-Merger period; (iv) the status and manning of the Vancouver, B.C. office and Ann Arbor, Michigan xxxxxxx; and (v) staffing requirements to achieve the business objectives of the Surviving Corporation for the period commencing six (6) months after the Closing, including the possible functional/skill-set areas for which the Surviving Corporation may require consulting services and associated consulting offers to be made for services desired on a less than full-time basis.

Transition Procedure. The Executive Offices of the Surviving --------------------- Corporation subsequent to the Closing shall be the current offices of TARGET. As it consolidates the executive and corporate office functions and operations of the post-Merger PARENT to the current offices of TARGET in Westminster, Colorado, PARENT (as the Surviving Corporation) will execute the following transition procedure: (a) So long as it is reasonably practicable, and for at least six (6) months, the Surviving Corporation shall also maintain an office for financial and investor affairs in Vancouver, Canada, at which E. Greg McCartney Xxxx XxXxxxxxx and necessary staff will be based. (b) For x xxxxxx xx a period of sixty (60) days following the Closing Date, PARENT will make no material change in the operations of the Surviving Company and its constituent companies. (c) Prior to the Closing, management of TARGET will conduct and analysis and review of the consolidated operations, assets, employment, facilities and resources of the Surviving Corporation, and prepare a post-Merger transition plan for the Surviving Corporation (the "Transition Plan"), such Plan to consider, among other items, the following issues: (i) consolidated operations of the Surviving Corporation to assess the desired operating structure and resource allocations for the Surviving Corporation post-Merger; (ii) headcount adjustments which may be necessary during the initial six-month post-Merger period; (iii) facility closing and other asset allocation adjustments deemed necessary to occur during the six (6) month post-Merger period; (iv) the status and manning xxxxxxx of the Vancouver, B.C. office and Ann Arbor, Michigan xxxxxxxoffices; and (v) staffing requirements to achieve the business objectives of the Surviving Corporation for the period commencing six (6) months after the Closing, including the possible functional/skill-set areas for which the Surviving Corporation may require consulting services and associated consulting offers to be made for services desired on a less than full-time basis.