Examples of Baxalta Group in a sentence
Baxalta covenants that it will not, and it will cause the members of the Baxalta Group not to, grant any right of registration under the Securities Act relating to any of its shares of Common Stock or other securities to any Person other than pursuant to this Agreement, unless the rights so granted to another Person do not limit or restrict the right of the Holder(s) hereunder.
The transfer of any Transferred Employee’s employment to the Baxalta Group will not result in loss of that Transferred Employee’s unvested benefits under the Baxter Pension Plan or the Baxalta Pension Plan and no Transferred Employee shall be entitled to a distribution of his or her benefit under the Baxter Pension Plan as a result of such transfer of employment.
Except as provided in this Agreement, the Distribution and the transfer of any Employee’s employment to the Baxalta Group shall not cause a distribution from or payment of benefits under any Baxter Benefit Plan.
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Upon written request by Baxter or the Baxter Group, Baxalta or the Baxalta Group shall make available to Baxter or the Baxter Group the original copy of any written Employee Agreement (and a summary of the terms of any unwritten Employee Agreement) that was assigned to Baxalta or the Baxalta Group under this Agreement.
The bonuses attributable to such separate performance period earned by Transferred Employees shall be paid by Baxalta at substantially the same time such bonuses are paid to Baxter Retained Employees, and to the extent that payment is conditioned upon continued employment, employment by the Baxalta Group shall be treated as employment by the Baxter Group.
The Baxalta Group shall be responsible for all annual bonus payments or other forms of cash incentive compensation (including commissions) to Transferred Employees (and Post-Distribution Baxalta Employees as part of the costs and expenses passed through to Baxalta pursuant to the International Commercial Operations Agreement) in respect of any plan year, the payment date for which occurs on or after the applicable Transferred Employee’s Transfer Date.
Baxalta may assign this Agreement to any member of the Baxalta Group or at any time in connection with a sale or acquisition of Baxalta, whether by merger, consolidation, sale of all or substantially all of Baxalta’s assets, or similar transaction, without the consent of the Holders; provided, that the successor or acquiring Person agrees in writing to assume all of Baxalta’s rights and obligations under this Agreement.
From and after the Pension Split Date, (i) the Baxter Pension Plan shall continue to be responsible for Liabilities in respect of Employees other than Transferred Employees (and for Post-Distribution Baxalta Employees until their respective Transfer Dates), and (ii) no Employees of the Baxalta Group (other than Post-Distribution Baxalta Employees until their respective Transfer Dates) shall accrue any benefits under the Baxter Pension Plan.
Effective as of the Distribution Date, the Baxter Group shall be entitled to all Employee Recoupment Assets in respect of Baxter Retained Employees and Former Employees, and effective as of the applicable Transfer Date, the Baxalta Group shall be entitled to all Employee Recoupment Assets in respect of Baxalta Employees.