Workforce and Employees Sample Clauses
Workforce and Employees. 8.1 BidCo and the BidCo Shareholders and Alpha view the Transaction as a unique opportunity for growth and expansion of Alpha’s workforce. The Transaction is not directed towards cost reductions or layoffs to the detriment of Alpha’s personnel. The opening of new production sites close to Alpha’s clients will be considered.
8.2 Given Alpha’s multinational structure, including in such markets in which BidCo and the BidCo Shareholders do not yet have any exposure or expertise, BidCo and the BidCo Shareholders will heavily rely on the competence and commitment of Alpha’s employees. Both Parties are, therefore, fully committed to retaining and further strengthen Alpha’s employment base and talent all subject to market conditions and strategic goals, to be determined in the future together with Alpha and its management. The Parties generally plan to grow Alpha’s business and, in line with that, workforce by hiring qualified experts on an international scale, in particular, in the area of technologies and innovations as well as manufacturing processes.
8.3 In light of the growth strategy for the Chinese market, the Parties intend to expand and align their local set up in the PRC (including Alpha’s local application lab).
8.4 The Parties acknowledge and agree that the excellence of Alpha’s workforce is essential for the successful execution of the strategy and will continue Alpha’s approach of constant productivity improvement.
8.5 In the event that the Company Shares cease to be listed on Frankfurt Stock Exchange, any participant in Alpha’s stock options programs will be treated in complete compliance with German corporate and other applicable law.
Workforce and Employees. The Bidder, WST and the Management Board share the view that a careful and consensual approach to employees and their representatives is instrumental to operate a successful company. Other than as (i) proposed by the Management Board or (ii) resolved by the Management Board from time to time or (iii) in line with the Business Combination Plan, the Bidder and WST acknowledge and confirm that they intend:
8.2.1 to support the Management Board in maintaining and developing an attractive and competitive framework to retain an excellent employee base;
8.2.2 not to initiate lay-offs and/or the closing of plants and facilities;
8.2.3 not to take or initiate any action aimed at the amendment or termination of existing shop agreements (Betriebsvereinbarungen), collective bargaining agreements (Tarifverträge), or similar agreements, specifically relating to work conditions, of the Group;
8.2.4 to respect and not to cause the Company to change, infringe or reduce the rights of the employees and works councils (Betriebsräte) and similar employee representation panels in the Group including the current structures established in connection therewith;
8.2.5 not to induce the Company to exit any employers’ associations (Arbeitgeberverbände).
Workforce and Employees. 8.1 The Parent and the Bidder view the Business Combination, which is intended to create a platform for further growth of the Parties, as an opportunity for growth and further development also for the Company’s employees and other stakeholders. Given the Company’s multinational structure in a number of diverse countries and markets, including in markets in which the Parent and the Bidder do not yet have any exposure or expertise, the Parent and the Bidder heavily rely on the competence and commitment of the Company’s employees.
8.2 The Parent and the Bidder undertake not to cause the Company to take any actions that would lead to a change of the existing level and status of co-determination in the Supervisory Board.
Workforce and Employees. 16.1 Acorn and the Company have complementary product and geographic focus, which will offer opportunity for growth and development for the combined employee base. Both companies highly value their employees and the Combined Group will shape the future success of the Combined Group based on the joint foundation of valued, competent, and committed employees around the world.
16.2 Acorn and the Bidder will support the Management Board in maintaining and developing an attractive and competitive framework to retain an excellent global employee base.
16.3 The Bidder undertakes to ensure the adequate participation of the Company’s employees in Combined Group’s success by incentive schemes. At the option of the holder thereof, each option to purchase Alpine Shares (an “Alpine Option”) that is outstanding and unexercised immediately prior to the Closing may be converted at or after the Closing into a Bidder Option to purchase (i) Holdco Shares (rounded down to the nearest whole share) equal to the product of (A) the number of Alpine Shares subject to such Alpine Option immediately prior to the Closing and (B) the Exchange Ratio, (ii) at an exercise price per Alpine Share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per Alpine Share of such Alpine Option immediately prior to the Closing and (B) the Exchange Ratio. Except as expressly provided in this Section 16.3, each such Bidder Option shall be subject to (1) the same vesting and expiration terms as applied to such Alpine Option immediately prior to the Closing and (2) the same terms and conditions (other than vesting and expiration terms) as applied to Acorn Options immediately prior to the Effective Time. Alpine’s senior management, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Christoph Glingener and ▇▇▇▇▇ St. ▇▇▇▇, have each agreed, pursuant to separate agreements with the Bidder, to convert their respective Alpine Options into Bidder Options on the same terms as set forth in this Section 16.3, however, the members of the Management Board are entitled to exercise vested Alpine Options in accordance with past practice until Closing.
Workforce and Employees