Unit Merger Sample Clauses

A Unit Merger clause defines the process and conditions under which two or more units, such as business entities, properties, or interests, are combined into a single unit. Typically, this clause outlines the necessary approvals, the method for valuing the units, and the steps for consolidating assets, liabilities, and ownership interests. For example, it may specify how voting rights are determined or how financial obligations are shared after the merger. The core function of this clause is to provide a clear and structured framework for merging units, thereby reducing uncertainty and potential disputes during the consolidation process.
Unit Merger. In the event of a merger of two (2) or more units into a single unit, the Employer will determine the number of full-time and part-time FTEs by shift required for the new unit. A listing of the FTEs for each shift on the new unit, including qualification requirements, shall be posted on the unit(s) for at least seven (7) days. Other vacant positions within the Hospital will also be posted on the unit(s) at that time. By the end of the posting period, each nurse shall have submitted to the Employer a written list that identifies and ranks the nurse’s preferences for all available positions (first to last), including the option to select a position from the Low Seniority Roster if no new unit position is acceptable. Based upon these preference lists, the Employer will fill the positions on the new unit based upon seniority subject to skill, competence, and ability in the opinion of the Employer. Nurses who are not selected to fill a position in the new unit, and nurses who have not found an acceptable position in the new unit, may bump any less senior nurse on the Low Seniority Roster, providing the nurse is qualified for the position in the opinion of the Employer.
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Unit Merger. In the event of a merger of two (2) or more units into a single unit on a permanent basis, the Hospital will determine the number of full-time and part-time FTEs by shift required for the new unit, including any qualification requirements. The Hospital will notify the Union in advance of FTEs being posted. At the request of either party, a meeting shall take place to discuss the effects, if any, of a unit merger. A listing of the FTEs for each shift on the new unit shall be posted on the unit(s) for at least seven (7) days. Other vacant positions within the Hospital will also be posted on the unit(s) at that time. By the end of the posting period, each nurse shall have submitted to the Hospital a written list which identifies and ranks the nurse’s preferences for all available positions (first to last). Based upon these preference lists, the Hospital will assign nurses to positions on the new unit based upon seniority, providing the new unit’s patient care requirements are satisfied as determined by the Hospital, based upon established criteria. Nurses who are not assigned a position on the new or restructured unit will be laid off or may select from the options set forth in Section 5.3. In the event the new unit has the identical positions on each shift as prior to the merger, nurses will continue in their respective positions without recourse to the seven (7) day posting procedures.‌
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Unit Merger. In the event that the Employer decides to implement a reorganization and formally merge Hospital units (ER, OR, Med-Surg or OB), it shall identify the available positions in the new Hospital unit. The Employer shall post the job openings for the new unit under the procedures of Section 12.4; however, posting and consideration shall be limited to nurses from the units to be merged. Any nurse who is identified as excess at the conclusion of this job selection process, will receive notice of a layoff situation, and may "bump" on a Hospital-wide basis through the procedures of Section 13.2.2(2).
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Unit Merger. In the event of a merger of two (2) or more units into a single unit the Employer will determine the number of full-time and part-time FTEs by shift required for the new unit. A listing of the FTEs for each shift on the new unit, including qualification requirements, shall be posted on the unit(s) for at least seven (7) days. A listing of any available vacant position within the Hospital and the Low Seniority Roster (Section 6.3) will be posted on the unit for at least seven (7) days. By the end of the posting period, each nurse shall have submitted to the Employer a written list which identifies and ranks the nurse’s preferences for all available positions (first to last), including the option to select a position from the Low Seniority Roster (Section 6.3) if no new unit position is acceptable. Based upon these preference lists, the Employer will fill the positions on the new unit based upon seniority subject to skill, competence, ability in the opinion of the Employer. Nurses who are not selected to fill a position in the new unit, and nurses who have not found an acceptable position in the new unit, may select a position from the Low Seniority Roster (Section 6.3), providing the nurse is qualified for the position in the opinion of the Employer.
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Unit Merger. Restructure it shall be within the authority of the Labor-Management Committee to review and recommend appropriate practices for conducting unit mergers and/or restructures for the purpose of promoting “best practices” in the transition process and to promote quality patient care and services. This can include a retrospective review of unit mergers and restructures for the purpose of evaluating practices utilized during unit mergers and restructures that have already occurred. The Committee may make recommendations to the Union and to Human Resources regarding practices it believes can better effectuate unit mergers and restructures in the future.
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Related to Unit Merger

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • Second Merger (a) Parent shall take all actions necessary to: (i) promptly following the date of this Agreement, form Second Merger Sub, (ii) cause Merger Sub and Second Merger Sub to perform their obligations contemplated by this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, following the date of this Agreement but prior to the consummation of the Mergers, the Board of Directors of Second Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, the Surviving Corporation to be merged with and into Second Merger Sub (the “Second Effective Time”), following which the separate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Parent (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Certificate of Merger with respect to the Second Merger and the applicable provisions of Delaware law. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Second Merger Sub and Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Entity, which shall include the assumption by the Surviving Entity of any and all agreements, covenants, duties and obligations of Surviving Corporation to be performed after the Second Effective Time.

  • Share Exchange In the case of a Share Exchange, (i) the Exchanging Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued) shall be deemed to be a holder of Deliverable Common Stock from and after the close of business on the Exchange Date. (ii) as promptly as practicable on or after the Exchange Date (but not later than the close of business on the Business Day immediately following the Exchange Date), RocketCo shall deliver or cause to be delivered to the Exchanging Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued) the number of shares of Deliverable Common Stock deliverable upon such Exchange, registered in the name of such Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued). To the extent the Deliverable Common Stock is settled through the facilities of The Depository Trust Company, RocketCo will, subject to Section 2.02(d)(iii) below, upon the written instruction of an Exchanging Holder, deliver or cause to be delivered the shares of Deliverable Common Stock deliverable to such Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued), through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such Holder. (iii) If the shares of Deliverable Common Stock issued upon an Exchange are not issued pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission, such shares shall bear a legend in substantially the following form: THE TRANSFER OF THESE SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (iv) if (i) any shares of Deliverable Common Stock may be sold pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission, (ii) all of the applicable conditions of Rule 144 are met, or (iii) the legend (or a portion thereof) otherwise ceases to be applicable, RocketCo, upon the written request of the Holder thereof shall promptly provide such Holder or its respective transferees, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any) with new certificates (or evidence of book-entry share) for securities of like tenor not bearing the provisions of the legend with respect to which the restriction has terminated. In connection therewith, such Holder shall provide RocketCo will such information in its possession as RocketCo may reasonably request in connection with the removal of any such legend.

  • The Mergers (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

  • Effective Time of the Merger At the Effective Time of the Merger, NEWCO shall be merged with and into the COMPANY in accordance with the Articles of Merger, the separate existence of NEWCO shall cease, the COMPANY shall be the surviving party in the Merger and the COMPANY is sometimes hereinafter referred to as the Surviving Corporation. The Merger will be effected in a single transaction.