Transfers of Employees and Independent Contractors Generally. (a) Schedule A attached hereto sets forth a complete list of each Company Employee as of the date hereof (the “Company Employee List”), and Schedule B attached hereto sets forth a complete list of each employee of the Company Group whose employment will be transferred to SpinCo prior to the Distribution Time (the “SpinCo Employee List”). The Company and SpinCo shall mutually update the Company Employee List and the SpinCo Employee List from time to time between the date hereof and the Distribution Time to remove terminated employees and to add any new Company Employees or SpinCo Employees hired following the date hereof.
Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Distribution Date, Xxxxxxx shall use its reasonable best efforts to (i) cause the employment of any Veralto Employee and the contract of services of any Veralto Independent Contractor to be transferred to a member of the Veralto Group and (ii) cause the employment of any Xxxxxxx Employee who is employed by a member of the Veralto Group and the contract of services between any independent contractor or consultant that does not qualify as an Veralto Independent Contractor and a member of the Veralto Group to be transferred to a member of the Xxxxxxx Group.
Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Effective Time, Fortive shall use its reasonable best efforts to (i) cause the employment of any Vontier Employee and the contract of services of any Vontier Independent Contractor to be transferred to a member of the Vontier Group and (ii) cause the employment of any Fortive Employee who is employed by a member of the Vontier Group and the contract of services between any independent contractor or consultant that does not qualify as a Vontier Independent Contractor and a member of the Vontier Group to be transferred to a member of the Fortive Group.
Transfers of Employees and Independent Contractors Generally. (a) Immediately after the Effective Time, by virtue of this Agreement and without further action by any Person, (i) each New Worthington Employee shall continue to be employed or engaged at New Worthington or such other member of the New Worthington Group as employs or engages such New Worthington Employee as of immediately prior to the Effective Time, and (ii) each Worthington Steel Employee shall continue to be employed or engaged at Worthington Steel or such other member of the Worthington Steel Group as employs or engages such Worthington Steel Employee as of immediately prior to the Effective Time. The Parties shall cooperate to effectuate any transfers of employment contemplated by this Agreement, including transfers necessary to ensure that all New Worthington Employees are employed or engaged at a member of the New Worthington Group and all Worthington Steel Employees are employed or engaged at a member of the Worthington Steel Group, in each case, as of immediately prior to the Effective Time.
Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Effective Time, Xxxxxxx shall use its reasonable best efforts to (i) cause the employment of any Fortive Employee and the contract of services of any Fortive Independent Contractor to be transferred to a member of the Fortive Group and (ii) cause the employment of any individual who is employed by a member of the Fortive Group but does not qualify as a Fortive Employee and the contract of services between any independent contractor or consultant that does not qualify as a Fortive Independent Contractor and a member of the Fortive Group to be transferred to a member of the Xxxxxxx Group.
Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, no later than the Effective Time, Enovis shall use its reasonable best efforts to (i) cause the employment of any ESAB Employee not employed by a member of the ESAB Group and the contract of services of any ESAB Independent Contractor to be transferred from the Enovis Group to a member of the ESAB Group and (ii) cause the employment of any Enovis Employee who is employed by a member of the ESAB Group and the contract of services between any independent contractor or consultant that does not qualify as an ESAB Independent Contractor and a member of the ESAB Group to be transferred from the ESAB Group to a member of the Enovis Group.
Transfers of Employees and Independent Contractors Generally. (a) Subject to applicable Legal Requirements, through and until immediately prior to the Separation Effective Time, Everest shall use its reasonable best efforts to (i) cause the employment of any Newco Employee and the contract of services of any Newco Independent Contractor to be transferred to a member of the Newco Group and (ii) cause the employment of any Everest Employee who is employed by a member of the Newco Group and the contract of services between any independent contractor or consultant that does not qualify as a Newco Independent Contractor and a member of the Newco Group to be transferred to a member of the Everest Group.
Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Effective Time, Xxxxxxx shall use its reasonable best efforts to (i) cause the employment of any Envista Employee and the contract of services of any Envista Independent Contractor to be transferred to a member of the Envista Group and (ii) cause the employment of any Xxxxxxx Employee who is employed by a member of the Envista Group and the contract of services between any independent contractor or consultant that does not qualify as an Envista Independent Contractor and a member of the Envista Group to be transferred to a member of the Xxxxxxx Group.
Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Effective Time, Parent shall use its reasonable best efforts to (i) cause the employment of any SpinCo Employee and the contract of services of any SpinCo Independent Contractor to be transferred to a member of the SpinCo Group and (ii) cause the (a) employment of any individual who is employed by a member of the SpinCo Group but does not qualify as a SpinCo Employee and (b) the contract of services between any independent contractor or consultant that does not qualify as a SpinCo Independent Contractor and a member of the SpinCo Group to be transferred to a member of the Parent Group.
Transfers of Employees and Independent Contractors Generally. (a) The Company and SpinCo shall mutually update the Census from time to time following the date hereof and, in any event, no later than thirty (30) Business Days (as defined in the Merger Agreement) prior to the Distribution Time, to reflect new hire/engagements, terminations or other personnel changes occurring between the date hereof and the date of such update, as permitted pursuant to Section 6.1(h) of the Merger Agreement, and any such updates shall be provided to the Parent. Seven (7) Business Days prior to the Distribution Time, the Company and SpinCo shall provide Parent with a final updated Census reflecting new hires/engagements, terminations or other personnel changes occurring between the date the last update was provided and the Distribution Time, as permitted pursuant to Section 6.1(h) of the Merger Agreement.
