Common use of Works Council Matters Clause in Contracts

Works Council Matters. (a) The Company and Buyer acknowledge and agree that, under French labor Laws, the works council of Xxxxx Union (France) SAS will need to be informed and consulted with respect to the offer made by Buyer to acquire the total outstanding Equity Interests and voting rights of SPX France Holdings SAS (the “French Transferred Company”). Notwithstanding anything to the contrary in this Agreement, unless and until the Company and/or SPX Xxxxx UK Limited has executed and delivered the France Acceptance Notice (as defined below), for purposes of this Article II, the Equity Interests of the French Transferred Company will not be deemed to constitute Transferred Company Equity Interests hereunder. (b) On the terms and conditions set forth in the offer letter attached as Exhibit A hereto (the “French Offer Letter” and the offer set forth therein, the “French Offer”), including the price specified therein (the “France Purchase Price”), Buyer has irrevocably offered to acquire the French Transferred Company following the consultation process described in Section 2.09(a). Subject to acceptance of the French Offer by the Company and/or SPX Xxxxx UK Limited following completion of the consultation process described in Section 2.09(a), and upon delivery to Buyer of the executed acceptance notice attached to the French Offer Letter (the “France Acceptance Notice”) and subject to approval granted by the French Ministry of the Economy of the foreign investment pursuant to Article L. 151-3 and Article R. 153-1 et seq. of the French Monetary and Financial Code with respect to the sale of the French Transferred Company to Buyer and/or any of its Affiliates (the “French Investment Approval”), this Article II shall be effective with respect to the Equity Interests of the French Transferred Company, the Equity Interests of the French Transferred Company shall be included in the Transferred Company Equity Interests and the Base Purchase Price shall be increased by the France Purchase Price (it being understood that the Base Purchase Price does not assume delivery of the France Acceptance Notice and therefore does not already include the France Purchase Price). (c) Buyer shall reasonably cooperate with the Company and its relevant Subsidiaries in connection with the applicable consultation processes described in this Section 2.09, including timely provision of any required information relating to Buyer in respect of such consultation processes. (d) If, as a result of the consultation process of the works council, changes to this Agreement or further arrangements in connection with the Transactions are considered necessary, the Company and Buyer shall negotiate in good faith with respect to such changes (if any) to this Agreement or further arrangements (if any) in connection with the Transactions that are appropriate, in accordance with the terms and conditions set forth in the French Offer Letter; provided, that in no event shall Buyer be required to agree to any change to this Agreement that would result in any greater cost, Taxes or obligation (other than de minimis costs, expenses or obligations) than if this Agreement were not changed or amended pursuant to this Section 2.09(d).

Works Council Matters. (a) The Company and Buyer parties acknowledge and agree that, under French labor Lawslaws, one or more works councils of Descartes and/or one or more of its Subsidiaries that own French Ag Assets or directly conduct the works council of Xxxxx Union (France) SAS French Ag Business will need to be informed and consulted with respect to the offer made by Buyer Fermat to acquire the total outstanding Equity Interests assets meeting the criteria set forth in the definition of “Acquired Ag Assets” that are located in France and voting rights of SPX France Holdings SAS are owned by Descartes and/or its Subsidiaries (the “French Transferred CompanyAg Assets”). Notwithstanding anything to ) and the contrary Ag Business conducted in this Agreement, unless and until France (the Company and/or SPX Xxxxx UK Limited has executed and delivered the France Acceptance Notice (as defined below), for purposes of this Article II, the Equity Interests of the French Transferred Company will not be deemed to constitute Transferred Company Equity Interests hereunder.“French (b) On the terms and conditions set forth in the offer letter attached as Exhibit A H hereto (the “French Offer Letter” and the offer set forth therein, the “French Ag Offer”), including the price consideration specified therein (the “France Purchase PriceFrench Ag Consideration”), Buyer Fermat has irrevocably offered to acquire the French Transferred Company following Ag Assets and French Ag Business and assume the consultation process described in Section 2.09(aFrench Ag Liabilities (within the time limit set forth therein) and to have the provisions of this Agreement apply to the French Ag Assets, French Ag Business and French Ag Liabilities upon the acceptance of the French Ag Offer by Descartes (or its relevant Subsidiaries). Subject to acceptance of the French Ag Offer by Descartes (or its relevant Subsidiaries) following the Company and/or SPX Xxxxx UK Limited following completion of the consultation process described in this Section 2.09(a)2.19, and upon delivery to Buyer Fermat of the executed acceptance notice attached as Schedule 2 to the French Offer Letter (the “France Acceptance Notice”) and subject to approval granted by the French Ministry of the Economy of the foreign investment pursuant to Article L. 151-3 and Article R. 153-1 et seq. of the French Monetary and Financial Code with respect to the sale of the French Transferred Company to Buyer and/or any of its Affiliates (the “French Investment Approval”), this Article II Agreement shall be effective with respect apply to the Equity Interests of French Ag Assets, French Ag Business and French Ag Liabilities, and the French Transferred CompanyAg Assets, the Equity Interests of the French Transferred Company Ag Business and French Ag Liabilities shall be included in the Transferred Company Equity Interests Acquired Ag Assets, Ag Business and Assumed Ag Liabilities respectively. If the France Closing (as such term is defined below occurs after the Closing, on the France Closing, Fermat shall deliver, or cause to be delivered, the French Ag Consideration to Descartes by wire transfer of immediately available funds to an account designated in writing by Descartes and the Base Purchase Price shall be increased by the France Purchase Price (it being understood that the Base Purchase Price does not assume delivery of the France Acceptance Notice and therefore does not already include the France Purchase Price). (c) Buyer shall reasonably cooperate with the Company and its relevant Subsidiaries in connection with the applicable consultation processes described in this Section 2.09, including timely provision of any required information Ag Foreign Closing Documents relating to Buyer the French Ag Assets, French Ag Business and French Ag Liabilities in respect of such consultation processes. (d) If, as a result of the consultation process of the works council, changes to this Agreement or further arrangements in connection with the Transactions are considered necessary, the Company and Buyer shall negotiate in good faith with respect to such changes (if any) to this Agreement or further arrangements (if any) in connection with the Transactions that are appropriate, in accordance with the terms and conditions manner set forth in the French Offer Letter; providedSection 2.2(b) and Section 2.19(d), that in no event shall Buyer be required to agree to any change to this Agreement that would result in any greater cost, Taxes or obligation (other than de minimis costs, expenses or obligations) than if this Agreement were not changed or amended pursuant to this Section 2.09(d)as applicable.

Works Council Matters. (a) The Company and Buyer parties acknowledge and agree that, under French labor Lawslaws, one or more works councils of Descartes and/or one or more of its Subsidiaries that own French Ag Assets or directly conduct the works council of Xxxxx Union (France) SAS French Ag Business will need to be informed and consulted with respect to the offer made by Buyer Fermat to acquire the total outstanding Equity Interests assets meeting the criteria set forth in the definition of “Acquired Ag Assets” that are located in France and voting rights of SPX France Holdings SAS are owned by Descartes and/or its Subsidiaries (the “French Transferred CompanyAg Assets”) and the Ag Business conducted in France (the “French Ag Business”) and assume the liabilities meeting the criteria set forth in the definition of “Assumed Ag Liabilities” related to the French Ag Assets or French Ag Business (the “French Ag Liabilities”). Notwithstanding anything to the contrary in this Agreement, unless and until the Company and/or SPX Xxxxx UK Limited Descartes (or its relevant Subsidiaries) has executed and delivered to Fermat the France Acceptance Notice, the French Ag Assets, the French Ag Business and the French Ag Liabilities will not be considered to constitute Acquired Ag Assets, Ag Business or Assumed Ag Liabilities respectively, and, if no such France Acceptance Notice is delivered prior to the Closing, the Cash Balancing Amount shall be reduced by the French Ag Consideration (as such term is defined below), for purposes of this Article II, the Equity Interests of the French Transferred Company will not be deemed to constitute Transferred Company Equity Interests hereunder. (b) On the terms and conditions set forth in the offer letter attached as Exhibit A H hereto (the “French Offer Letter” and the offer set forth therein, the “French Ag Offer”), including the price consideration specified therein (the “France Purchase PriceFrench Ag Consideration”), Buyer Fermat has irrevocably offered to acquire the French Transferred Company following Ag Assets and French Ag Business and assume the consultation process described in Section 2.09(aFrench Ag Liabilities (within the time limit set forth therein) and to have the provisions of this Agreement apply to the French Ag Assets, French Ag Business and French Ag Liabilities upon the acceptance of the French Ag Offer by Descartes (or its relevant Subsidiaries). Subject to acceptance of the French Ag Offer by Descartes (or its relevant Subsidiaries) following the Company and/or SPX Xxxxx UK Limited following completion of the consultation process described in this Section 2.09(a)2.19, and upon delivery to Buyer Fermat of the executed acceptance notice attached as Schedule 2 to the French Offer Letter (the “France Acceptance Notice”) and subject to approval granted by the French Ministry of the Economy of the foreign investment pursuant to Article L. 151-3 and Article R. 153-1 et seq. of the French Monetary and Financial Code with respect to the sale of the French Transferred Company to Buyer and/or any of its Affiliates (the “French Investment Approval”), this Article II Agreement shall be effective with respect apply to the Equity Interests of French Ag Assets, French Ag Business and French Ag Liabilities, and the French Transferred CompanyAg Assets, the Equity Interests of the French Transferred Company Ag Business and French Ag Liabilities shall be included in the Transferred Company Equity Interests Acquired Ag Assets, Ag Business and Assumed Ag Liabilities respectively. If the France Closing (as such term is defined below occurs after the Closing, on the France Closing, Fermat shall deliver, or cause to be delivered, the French Ag Consideration to Descartes by wire transfer of immediately available funds to an account designated in writing by Descartes and the Base Purchase Price shall be increased by the France Purchase Price (it being understood that the Base Purchase Price does not assume delivery of the France Acceptance Notice and therefore does not already include the France Purchase Price). (c) Buyer shall reasonably cooperate with the Company and its relevant Subsidiaries in connection with the applicable consultation processes described in this Section 2.09, including timely provision of any required information Ag Foreign Closing Documents relating to Buyer the French Ag Assets, French Ag Business and French Ag Liabilities in respect of such consultation processes. (d) If, as a result of the consultation process of the works council, changes to this Agreement or further arrangements in connection with the Transactions are considered necessary, the Company and Buyer shall negotiate in good faith with respect to such changes (if any) to this Agreement or further arrangements (if any) in connection with the Transactions that are appropriate, in accordance with the terms and conditions manner set forth in the French Offer Letter; providedSection 2.2(b) and Section 2.19(d), that in no event shall Buyer be required to agree to any change to this Agreement that would result in any greater cost, Taxes or obligation (other than de minimis costs, expenses or obligations) than if this Agreement were not changed or amended pursuant to this Section 2.09(d)as applicable.

Works Council Matters. (a) The Company Seller Parent and the Buyer acknowledge and agree that, under French labor Laws, the works council of Xxxxx Union (France) SAS Terex France will need to be informed and consulted with respect to the offer made by the Buyer to acquire the total outstanding Equity Interests equity interests and voting rights of SPX Terex France Holdings SAS (the “French Transferred CompanyShares”)) and the employees of Terex France will need to be informed of this projected sale and given the possibility to submit a purchase offer. Notwithstanding anything to the contrary in this Agreement, unless and until the Company and/or SPX Xxxxx UK Limited Seller Parent has executed and delivered to the Buyer the France Acceptance Notice (as defined below)Exercise Notice, for purposes the purpose of this Article II, the Equity Interests of the French Transferred Company Terex France will not be deemed considered to constitute Transferred Company Equity Interests hereunderbe a Sold Company. (b) On the terms and conditions set forth in the offer option letter attached as Exhibit A hereto signed by the Buyer and delivered to Seller Parent on the date of this Agreement (the “French Offer Option Letter” and the offer put option set forth therein, the “French OfferPut Option”), including the price specified therein (the “France Purchase Price”), the Buyer has irrevocably offered granted a binding and firm option (promesse unilatérale d’achat irrévocable), in accordance with article 1124 of the French Code Civil, to require the Buyer to acquire the French Transferred Company following Shares (within the consultation process described in Section 2.09(a). Subject time limit set forth therein) and to acceptance have the provisions of this Article II apply to the French Offer by the Company and/or SPX Xxxxx UK Limited Shares following completion of the consultation process described in Section 2.09(a2.8(a). Subject to and only after exercise of the French Put Option by French Seller following effective and valid completion of the consultation process and employee information described in Section 2.8(a), and upon delivery to the Buyer of the executed acceptance exercise notice attached as Schedule 2 to the French Offer Option Letter (the “France Acceptance Exercise Notice”) and subject to approval granted by the French Ministry of the Economy of the foreign investment pursuant to Article L. 151-3 and Article R. 153-1 et seq. of the French Monetary and Financial Code with respect to the sale of the French Transferred Company to Buyer and/or any of its Affiliates (the “French Investment Approval”), this Article II shall be effective with respect to the Equity Interests of the French Transferred CompanyShares, the Equity Interests of the French Transferred Company Terex France shall be included in the Transferred Company Equity Interests Sold Companies, and the Base Purchase Price shall be increased by the France Purchase Price (it being understood that the Base Purchase Price does not assume delivery of the France Acceptance Exercise Notice and therefore does not already include the France Purchase Price)) and at or prior to Closing, the Seller Parent shall deliver to the Buyer: (i) a copy of the information letter on the contemplated sale of the French Shares sent out to the employees of Terex France in accordance with the provisions of Article L. 23-10-7 of the French Commercial Code; (ii) a copy of Terex France’s works council’s opinion with respect to the transfer of the French Shares; (iii) duly executed share transfer forms (ordres de mouvement) in favour of the Buyer in respect of the transfers of the French Shares; and (iv) duly executed tax transfer deed (actes réitératifs) in respect of the transfers of the French Shares, to the Buyer; and (v) the shareholders’ accounts (compte titres d’actionnaires) and share transfer register (registre de mouvements de titres) of Terex France, duly updated to reflect the transfers of the French Shares to the Buyer. (c) The Buyer shall reasonably cooperate with the Company Seller Parent and its relevant Subsidiaries Affiliates in connection with the applicable consultation processes process described in this Section 2.092.8, including timely provision of any required information relating to the Buyer in respect of such consultation processesprocess. (d) If, as a result of the consultation process of the works council, changes to this Agreement or further arrangements in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Agreements are considered necessary, Seller Parent and the Company and Buyer shall negotiate in good faith with respect to on such changes (if any) to this Agreement or further arrangements (if any) in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Agreements that are appropriate, in accordance with the terms and conditions set forth in the French Offer Option Letter; provided, that in no event shall Buyer be required to agree to any change to this Agreement that would result in any greater cost, Taxes or obligation (other than de minimis costs, expenses or obligations) than if this Agreement were not changed or amended pursuant to this Section 2.09(d).