Health Net 2009 Annual Report Download - page 483

“Transferred Member” shall mean a Member who Renews in a Legacy United Entities’ Plan after the termination or expiration
of such Member’s enrollment under a HN Life Health Plan Contract during the period commencing on the Effective Date and ending
on the last day of the Transition Period.
“Transition Period” shall have the meaning ascribed to it in Section 2.1(a).
“Transition Report” shall have the meaning ascribed to it in Section 2.4(b).
“Transition Schedule” shall have the meaning ascribed to it in Section 2.1(a).
“UHG” shall have the meaning set forth in the first paragraph.
“UHIC” shall have the meaning ascribed to it in the first paragraph.
“United” shall have the meaning ascribed to it in the first paragraph.
ARTICLE II.
TRANSITION OF MEMBERSHIP
Section 2.1. Transition of Members. Subject to and upon the terms and conditions of this Agreement, the Parties agree to the
following:
(a) Announcement. As soon as practicable after the Effective Date, and subject to applicable Laws (including any required
regulatory notice or approval), HN Life shall announce the plans of HN Life to exit the Business and terminate its operations
with respect to the Business, in the Applicable States, and shall commence the process of assisting in the transition of HN Life
Employer Groups and Members to the Legacy United Entities; provided, however, that such announcement and process shall be
conducted in accordance with the Communication Plan and Schedule 2.1(a) (the “Transition Schedule”). The Transition
Schedule created by the Parties shall take into account various factors related to the timing and coordination of the
announcement and transition process, including coordination of the timing of HN Life’s exiting the Business in the Applicable
States with the exit of the Acquired Companies, and timing considerations regarding HN Life Health Plan Contracts that have
plans with features administered by both HN Life and an Acquired Company. Seller and HN Life shall use commercially
reasonable efforts to facilitate the issuance by Legacy United Entities of Legacy United Entities’ Plans in replacement of the in-
force policies and other products that constitute the Business until the termination of each policy or other product that constitutes
the Business (the “Transition Period”).
(b) Enrollment. United shall commence the process of offering, selling and enrolling HN Life Employer Groups and
Members who request enrollment in a Legacy United Entities’ Plan in the Applicable States in accordance with the
Communication Plan and Transition Schedule as soon as practicable after the Effective Date. During the Transition Period,
United and its Affiliates shall not offer or sell Fully Insured Contracts to Members or HN Life Employer Groups or enroll
Members or HN Life Employer Groups in Fully Insured
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