TRANSITION COMMITTEE Sample Clauses

TRANSITION COMMITTEE. A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

TRANSITION COMMITTEE. Subject to the approval of OSSTF, OSSTF-EW may have representation on the OSSTF transition committee regarding all matters that may arise in the creation of the OSSTF-EW division.

TRANSITION COMMITTEE. A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established to address all matters that may arise in the creation of the Trust. The parties agree that the following central issues have been addressed at the central table and that the provisions shall remain status quo. For further clarity, the following language must be aligned with current local provisions and practices to reflect the provisions of the 2012-13 MOU. As such the following issues shall not be subject to local bargaining or mid-term amendment by the local parties. Disputes arising in respect of such provisions shall be subject to Section 43 of the School Boards Collective Bargaining Act, 2014.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives from each of Parent and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the Parties. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate to any such subcommittee any of the powers of the Transition Committee; (c) combine, modify the scope of responsibility of, and disband any such subcommittee; and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the general procedures and have the composition set forth on Schedule 2.16 in managing the responsibilities delegated to it under this Section 2.16, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Subject to the approval of ELHT, OCEW may have representation on the ELHT transition committee regarding all matters that may arise in the provision of benefits for Employees represented by OCEW.

TRANSITION COMMITTEE. Subject to the approval of AEFO, EWAO-ATEO may have representation on the AEFO transition committee regarding all matters that may arise in the creation of the EWAO-ATEO division.

TRANSITION COMMITTEE. Prior to the First Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members from UTC, Carrier and Otis. From and after the applicable Effective Time, the Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements. From and after the applicable Effective Time, the Transition Committee shall have the authority to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one or more members of the Transition Committee or one or more employees of any of the Parties or any members of their respective Groups, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate to any such committee any of the monitoring and managing authority of the Transition Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittees, and to modify or reverse any such delegations. The Transition Committee shall establish general procedures for managing the responsibilities delegated to it under this Section 2.14 and may modify such procedures from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by each of the applicable Parties. The Parties shall utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. From the Date of Execution until the Date of Merger, AZUL and TRIP shall form a transition committee, composed of [*****] (the “Transition Committee”), being the Chairman of the Transition Committee appointed by [*****] The Transition Committee shall be responsible for implementing all necessary managerial premises and measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement), necessary for AZUL and TRIP to benefit from the synergies arising out of the Transaction, it being agreed that all resolutions shall be passed based on unanimity. During the operation of the Transition Committee, AZUL Holding and TRIP will maintain their operational and managerial independence, and synergies and cost reductions eventually provided by the Transaction shall only occur subject to the unanimous decision of the Transition Committee. The Transition Committee shall be extinct by mutual agreement of the Parties or on the date on which the Airline Approval Certificate of TRIP or AZUL is cancelled. 4.2.1. After the Date of Merger, the Transition Committee shall continue to be comprised of [*****], and shall continue being responsible for implementing all necessary managerial premises and measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement) to integrate the companies and benefit from the synergies and cost reductions provided by the Transaction. After the Date of Merger, the matters related to the Transition Committee shall be discussed and decided by the majority of its members, and in case of a deadlock, the [*****] shall have a casting vote. AZUL Holding, TRIP, and TRIP’s Shareholders shall take all actions necessary and sufficient (including, but not limited to, corporate related actions, such as the approval by the general shareholders’ meeting, and/or the board of directors, as the case may be) for such decisions of the Transition Committee to be implemented as soon as possible. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

TRANSITION COMMITTEE. Subject to Section 7.4, either Party seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement or any Ancillary Agreement (including regarding whether any Assets are SpinCo Assets, any Liabilities are SpinCo Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement) (a “Dispute”), shall provide written notice thereof to the Transition Committee (the “Initial Notice”). Following the delivery of the Initial Notice, the Transition Committee shall attempt to resolve the Dispute through the procedures it is empowered to adopt in accordance with Section 2.13. If the Transition Committee is unable for any reason to resolve a Dispute within thirty (30) days after the delivery of the Initial Notice, the Parties shall enter into good faith negotiations in accordance with Section 7.2.

TRANSITION COMMITTEE. 2seventy and bluebird shall establish a transition committee that shall consist of an equal number of employees from each Party to have overall responsibility for managing and coordinating the delivery of Services in accordance with this Agreement (the “Transition Committee”). The initial members of the Transition Committee as of the Distribution Effective Time are identified on Schedule 4.1 hereto. The Transition Committee shall meet at least monthly at a mutually agreed time and location to review the status of the Services and discuss progress and strategy with respect to the Migration Plan. In addition, any member of the Transition Committee may request a meeting at any time, and such members of the Transition Committee shall use their commercially reasonable efforts to schedule and attend such meeting.