Annex A — Transitional Provisions Verdrag tot oprichting van de Europese Organisatie voor Telecommunicatiesatellieten "EUTELSAT", zoals gewijzigd op 20 mei 1999
Transitional Provisions
1. Continuity of Activities
a) Any agreement entered into by EUTELSAT and which is in effect at the time the Company Eutelsat S.A. is established shall remain in effect, unless and until modified or terminated in accordance with the provions of that agreement. Any decision taken by EUTELSAT and which is in effect at the time the Company Eutelsat S.A. is established shall remain in effect unless and until that decision is modified or terminated.
b) If, at the time the Company Eutelsat S.A. is established, any organ of EUTELSAT has embarked on, but not completed, any action which it is authorized or required to take, the Executive Secretary or the first Chief Executive Officer of the Company Eutelsat S.A. within their respective powers, and in accordance with arrangements made between EUTELSAT and the Company Eutelsat S.A., shall stand in the place of that organ for the purpose of completing such action.
2. Method of transfer
a) EUTELSAT shall enter into a transfer agreement (the “Transfer Agreement”) with the Company Eutelsat S.A. to transfer any or all of its assets and liabilities relating to its activity (as more fully set out in the Transfer Agreement) to the Company Eutelsat S.A. (the “Transfer”).
b) The Transfer will result in a universal transfer of all right, title, interest and benefit to, and all obligations and liabilities attaching to, the assets and liabilities so transferred and the assets and liabilities so transferred shall constitute a complete and autonomous branch of activity. Such Transfer shall have the same effects as a spin off (“scission”) transfer of activity provided under Article 382 et seq. Of the French law N° 66–537 of 24 July 1966 relating to commercial companies, except that none of the obligations and formalities normally binding upon the transferor (société apporteuse) under such law shall be applicable to EUTELSAT.
c) In particular, and without prejudice to the foregoing, the Transfer shall take effect erga omnes as of the date specified in the Transfer Agreement without requiring the notification to, or the consent or approval of, any person, including any person to whom any such obligations and liabilities are owed. The Transfer shall take effect in the same manner with respect to any person with whom EUTELSAT has entered into any agreement of an intuitu personae nature.
3. Management
a) With respect to 2c) above, all personnel of the Executive Organ of EUTELSAT shall have the right to be transferred to the Company Eutelsat S.A. and persons exercising this right shall as at the date of their transfer enjoy terms and conditions of employment that are, so far as consistent with French law, at least equivalent to those which they enjoyed immediately prior to the date of their transfer.
b) With respect to persons who, at the date of the Transfer, are in receipt of benefits under the Rules of the EUTELSAT Pension Scheme, such benefits shall continue to be paid in accordance with all of the relevant provisions of those Rules which were in force as at the date of Transfer.
c) With respect to persons who, at the date of the Transfer, have acquired rights to receive benefits under the Rules of the EUTELSAT Pension Scheme, appropriate arrangements shall be made in order to preserve those rights.
d) In accordance with paragraph 1 of this Annex, the conditions of employment of personnel in force shall continue to apply until new conditions of employments are drawn up by the Company Eutelsat S.A.
e) Until the first Chairman of the Directorate of the Company Eutelsat S.A. and the first Executive Secretary assume office their respective functions shall be performed by the Director General of EUTELSAT.
4. Transfer to the Company Eutelsat S.A. and to the Executive Secretary of the functions of EUTELSAT
a) On the date of establishment of the Company Eutelsat S.A. and of the Secretariat the Director General of EUTELSAT shall inform all concerned.
b) The Director General of EUTELSAT shall take all measures for a timely transfer to the Company Eutelsat S.A. and the Executive Secretary of all rights and obligations acquired by EUTELSAT, in its capacity as legal representative of EUTELSAT.
- Regeling
- Verdrag tot oprichting van de Europese Organisatie voor Telecommunicatiesatellieten "EUTELSAT", zoals gewijzigd op 20 mei 1999
- Soort
- Verdrag
- Geldend vanaf
- 28-11-2002
- BWB-id
- BWBV0002146
- Versie
- 2002-11-28_0