Employees and management. Vistry attaches great importance to the active participation and continued commitment of Countryside’s management and employees, and recognises that they, together with Vistry’s management and employees, will be key to the success of the Combined Group. Vistry is excited for the employees and management of the Countryside Group to join the Vistry Group’s employees and management as part of the Combined Group, in particular for the opportunities it will create to excel in a larger environment while at the same time utilising the collective know-how and talents of the enlarged workforce across the United Kingdom. Following Completion of the Combination, Vistry intends to retain the best talent of Vistry and Countryside to support its customers, clients and partners, in order to utilise the knowledge and expertise across Vistry and Countryside and maintain operational momentum and a focus on growth. Vistry expects that, in order to achieve the expected benefits of the Combination, some operational and administrative restructuring will be required following Completion of the Combination. This will also facilitate the integration of the two businesses. The synergy work carried out to date has confirmed the potential to reduce the duplication of roles, including in overlapping central and support functions between Vistry and Countryside and with regard to senior management. It has also confirmed the benefits from consolidating operations (including as a result of Countryside ceasing to be a standalone public listed company). Based on the work undertaken to date, Vistry recognises that there will be a reduction in the total number of roles by approximately four per cent. of the Combined Group’s total number of employees (on a full-time equivalent basis) as a result of the Combination, some of which will take place via natural attrition. In addition, Vistry expects that the Vistry Group’s growth plans for its Partnerships business (particularly in the South East, Thames Valley, the Midlands and Yorkshire) can be resourced through employees and management of the Countryside Group rather than through active recruitment. Vistry intends to look, where possible, to reallocate staff from discontinued roles arising from the integration to other appropriate new roles or growth-related new opportunities as referred to above (including where there are existing vacancies). In addition, the Vistry Group and the Countryside Group each currently engage members of staff on a tem...
Employees and management. In addition to, or in lieu of, hiring employees, the Agency may engage one or more Members to manage any or all of the business of the Agency or to provide employees to manage any or all of the business of the Agency on terms and conditions acceptable to the Board of Directors. Any Member so engaged shall have such responsibilities and shall be compensated as set forth in the agreement for such Member’s services entered into by and between such Member and the Agency, which agreement shall be approved by the Board. Notwithstanding the foregoing, the Director appointed by the Member providing such services shall not vote on the agreement to provide such services.
Employees and management. In addition to, or in lieu of, hiring employees, the Authority may engage one or more General Members to manage any or all of the business of the Authority on terms and conditions acceptable to the Board of Directors. Any General Member so engaged shall have such responsibilities as are set forth in the contract for such General Member’s services which shall be approved by a majority vote of the Directors representing the non-contracting Members.
Employees and management. LMP Bidco attaches great importance to the skill and experience of Xxxxxxx Xxxxxx’x management and employees and recognises that the commitment of the employees and management of the Xxxxxxx Xxxxxx Group will be a critical part of the future success of Xxxxxxx Xxxxxx. Building on its current strategy, LMP Bidco intends to support the Xxxxxxx Xxxxxx management team in executing appropriate technology-related and other initiatives to drive efficiency, effectiveness and growth, and does not intend to initiate any material headcount reductions within the current Xxxxxxx Xxxxxx organisation as a result of the Offer. There are no intentions to make any changes to management structures or reporting lines. LMP Bidco confirms that, following completion of the Proposed Acquisition, the existing contractual and statutory rights and terms and conditions of employment, including pension obligations, of the management and employees of Xxxxxxx Xxxxxx and its subsidiaries will be fully safeguarded in accordance with applicable law. LMP Bidco has no intention to make any material change to the conditions of employment of Xxxxxxx Xxxxxx employees or in the balance of the skills and functions of the employees and management of Xxxxxxx Xxxxxx. It is expected that once Xxxxxxx Xxxxxx ceases to be a listed company, certain corporate and support functions will potentially require reduced headcount. LMP Bidco has not yet developed proposals as to how any such headcount reductions would be implemented. Following completion of the Proposed Acquisition, LMP Bidco intends to put in place incentivisation arrangements for certain managers and employees of Xxxxxxx Xxxxxx. The terms of these arrangements are to be determined at the appropriate time. LMP Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangement with any member of Xxxxxxx Xxxxxx’x management or with any Xxxxxxx Xxxxxx employee, and no such discussions will take place prior to completion of the Proposed Acquisition. Upon completion of the Proposed Acquisition, LMP Bidco does not intend to make any material restructurings or changes in location of Xxxxxxx Xxxxxx’x headquarters and headquarters functions, operations and places of business. In addition, no changes are expected with respect to the redeployment of Xxxxxxx Xxxxxx’x fixed asset base or the research and development functions of Xxxxxxx Xxxxxx. LMP Bidco expects that Xxxxxxx Xxxxxx’x non-executive dir...
Employees and management. Optum UK believes the complementary talents of the combination of EMIS and Optum UK will enhance the opportunity to become a valued supplier to the NHS in its digital transformation strategy. EMIS’s management and its employees will continue to be key to the future success of those businesses in delivering on their current offerings, while striving to develop advanced software that delivers increased coordination across providers in Integrated Care Systems. Optum UK believes that the core reason for EMIS’s commercial success has been its technological innovation through its committed and valuable workforce and except as described in the remainder of this paragraph, it does not intend that, at any time within at least 12 months of completion of the Acquisition, there will be any material change in overall headcount, or conditions of employment, or in the balance of skills and functions of the management and employees of EMIS or of Optum UK’s business. There will be some limited operational and administrative restructuring of the combined group required following completion of the Acquisition. In particular, certain corporate and support functions relating to EMIS’s status as a listed company will no longer be required on a standalone basis or may be reduced in scope. Optum UK has not yet developed proposals as to how any resulting headcount reductions may be implemented. The Chair and Non-Executive Directors of EMIS will step down upon completion of the Acquisition. Existing rights and pensions Optum UK confirms that, following the Acquisition becoming Effective, the existing contractual and statutory employment rights, including in respect of EMIS’s pension schemes (all of which are defined contribution schemes), of the management and employees of EMIS and Optum UK’s business will be safeguarded in accordance with applicable law. Optum UK does not intend to make any material change to the conditions of employment of the employees. Optum UK does not intend to make any material changes to the terms and conditions of EMIS’s pension schemes, and intends for the employer to continue to make contributions to EMIS’s defined contribution schemes in line with the current arrangements. Management incentive arrangements Optum UK intends, following completion of the Acquisition, to continue to operate EMIS’s current cash-based compensation and incentive programmes. For future share based incentivisation, as EMIS shares will no longer be listed or traded, awards will b...
Employees and management. In addition to, or in lieu of, hiring employees, the Agency may engage one or more Members to manage any or all of the business of the Agency on terms and conditions acceptable to the Board of Directors. Any Member so engaged shall have such responsibilities as are set forth in the contract for such Member’s services, which shall be approved by a super-majority vote of the Directors representing the non-contracting Member.
Employees and management. Bidco attaches great importance and value to the skills, experience and commitment of Network’s management and employees. Until the review referenced above is completed, Bidco cannot be certain what, if any, repercussions there shall be on employment of the management and employees of the Enlarged Group, the location of Magnati’s or Network’s places of business or any redeployment of Network’s fixed assets and currently has no firm intentions, nor have any firm proposals been developed, with regard to the foregoing. Bidco recognises however, that in order to achieve the expected benefits of the Brookfield Offer, some operational and administrative restructuring may be required across both Magnati and Network following completion of the Brookfield Offer. Preliminary integration work carried out to date has confirmed that there is likely to be administrative overlap between the Network and Magnati businesses and that there is the potential to generate cost savings for the Enlarged Group through corporate and administrative efficiencies. In particular, in the event of a delisting of Network Shares and re-registration of Network as a private limited company, a number of corporate and support functions, including certain functions relating to Network’s status as a public listed company, are likely to see reduced headcount. Bidco would approach any integration in an open and transparent manner and will work with the Network management team to support the integration with the aim of maintaining operational momentum and retaining and motivating the best talent across the Enlarged Group. The finalisation and implementation of any restructuring, integration, and workforce reductions shall be subject to detailed and comprehensive planning, and to appropriate engagement (including, where applicable, consultation) with stakeholders, including affected employees and any appropriate employee representative bodies in accordance with the legal obligations of the Enlarged Group. Bidco would commence this engagement (including, where applicable, consultation) process long enough before any final decision is taken to implement any job reductions so as to ensure that relevant legal obligations are complied with. It is intended that, upon completion of the Brookfield Offer, each of the non-executive members of the Network Board shall resign from their office as a director of Network. Existing rights and pension schemes Following the completion of the Brookfield Offer, the exist...
Employees and management. Bidco attaches great importance to the skill and experience of TRG’s management and employees and recognises that the employees and management of TRG have been and will continue to be key to the continued success of the TRG Group. Other than as a result of the Evaluation, Bidco does not intend to make any material reduction to the headcount, or any material change to the conditions of employment or to the balance of skills and functions, of the TRG Group’s employees or management. It is intended that, with effect from the Effective Date, each of the non-executive Directors of TRG shall resign from their office. Once TRG ceases to be a listed company, some central management, corporate and support functions, including PLC-related functions, may be reduced in scope, which is likely to result in a limited reduction of headcount in these areas. Any such headcount reduction shall be carried out in accordance with applicable law. Existing employment rights and pensions Xxxxx confirms that, following the Acquisition becoming Effective, the existing contractual and statutory employment rights, including pension rights, of all TRG management and employees will be fully safeguarded in accordance with applicable law. Bidco does not intend to make any change to the benefits provided by XXX’s defined contribution pension arrangements and intends for the employer to continue to make contributions in line with the current arrangements. No member of the TRG Group participates in any defined benefit pension scheme. Management incentive arrangements Following the Acquisition becoming Effective, Bidco intends to review the management, governance and incentive structures of TRG. Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of TRG’s management, but may have discussions and enter into such discussions for certain members of the TRG management team following the Effective Date. Headquarters, locations, fixed assets and research and development Bidco does not intend to undertake any material restructurings or change in the locations of TRG’s fixed assets or places of business, subject to the outcome of the Evaluation mentioned above. Bidco does not intend to change the location or functions of TRG’s headquarters in London. TRG does not currently have a research and development function and Bidco has no plans in this regard. Trading Facilities TRG Shares are currently listed on the Officia...
Employees and management. On or before the Closing, any management employees and contractors of the Company whose existing employment or similar agreements’ terms and conditions are unacceptable to the Buyer (collectively, the Key Employees) may be offered new agreement(s) with the Company, in a form satisfactory to the Buyer, to be effective upon the Closing Date (the New Key Employees’ Contracts). The Seller or the Company, at their cost, shall cause on or before the Closing any employment contracts or other employment or similar arrangements between the Company and its employees and contractors which contain obligations that arise from a change of control including, without limitations, bonuses, special or extraordinary severance payments, or any required retention or transaction related payments (collectively, Potential Payments) to be for the account of the Seller such that neither the Company nor the Buyer nor any of their respective post-closing affiliates are responsible for, nor obligated to make, the Potential Payments except if accrued in the Closing Balance Sheet. Under no circumstances will the Company, the Buyer, or any of their respective post-closing affiliates be liable towards the employees of the Company for any obligation arising from a change of control of the Company. All such obligations must be resolved by the Seller with employees prior to Closing. It is also agreed that the employment agreements of Xxxx Xxxxxxxx and Xxxxx Xxxxxxx will remain with the Seller, which shall be responsible for all payments to Xx. Xxxxxxxx and Xx. Xxxxxxx under the employment agreement and other existing compensation arrangements, including statutory withholding and other similar payments. For greater certainty, they will not be entitled to any further payments from the Company or Buyer after Closing, other than amounts accrued in the Closing Balance Sheet. It is also agreed that the Buyer at its option, may contract with the Seller to use the services of Xxxx Xxxxxxxx and Xxxxx Xxxxxxx, or, if they are no longer employed or hired by the Seller, contract with them directly, for a period and monthly rate to be determined to assist with transition activities. Notwithstanding anything to the contrary set out above in this Clause 5.4 or in Clause 4.1.2 (f) above, the Seller will not be obliged towards the Buyer to keep Xxxx Xxxxxxxx and Xxxxx Xxxxxxx employed or otherwise hired for any period of time following Closing, or to ensure that Xxxxxxxxxxx Xxxxxxxx is employed by Modern Bil...
Employees and management. (a) Other than as set forth in the Disclosure Letter, no Employee has budgeted annual remuneration (including bonus) from any Target Company in excess of RUB 6,000,000 (six million roubles) in 2017.
