Employee and Labor Matters. (a) Neither Velodyne nor any of its Subsidiaries is a party to, bound by or currently negotiating any collective bargaining agreement, agreement with any works council or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor union, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council or group of employees of Velodyne or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne or any of its Subsidiaries (the “Velodyne Business Personnel”) or with respect to any former Velodyne Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of Velodyne, threatened against Velodyne or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodyne, threatened against or affecting the employees of Velodyne or any of its Subsidiaries. (b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions. (c) Velodyne and its Subsidiaries are and have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Material Adverse Effect. (d) To the Knowledge of Velodyne, no current or former Velodyne Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information. (e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries. (f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Velodyne Lidar, Inc.), Merger Agreement (Ouster, Inc.)
Employee and Labor Matters. (a) Neither Velodyne Sirona nor any of its Subsidiaries is a party to, to or bound by or currently negotiating any material collective bargaining agreement, material agreement with any works council council, or other material labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor unioncontract, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council council, or group of employees of Velodyne Sirona or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice authority with respect to any individuals employed by or otherwise performing services for Velodyne Sirona or any of its Subsidiaries (the “Velodyne Sirona Business Personnel”) or with respect to any former Velodyne Business Personnel), and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of VelodyneSirona, threatened in writing against Velodyne Sirona or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current present or former Velodyne Sirona Business Personnel which would is reasonably be expected likely to havematerially interfere with the business activities of Sirona and its Subsidiaries, individually or in the aggregate, taken as a Velodyne Material Adverse Effectwhole. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of VelodyneSirona, threatened against or affecting the employees of Velodyne Sirona or any of its SubsidiariesSubsidiary which would, individually or in the aggregate, reasonably be expected to have a Sirona Material Adverse Effect.
(b) Neither Velodyne Sirona nor any of its Subsidiaries is are required to provide notice to any labor union, works work council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne Sirona and its Subsidiaries Subsidiaries, taken as a whole, or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne Sirona and its Subsidiaries are and have for the past five (5) years have been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations, proper classification of employees as exempt or and non-exempt and as employees or and independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Sirona Material Adverse Effect.
(d) To the Knowledge of VelodyneSirona, no current or former Velodyne Sirona Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation noncompetition agreement, restrictive covenant or other obligation to Velodyne Sirona or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne Sirona or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information, in each case except as, individually or in the aggregate, has not had and would not reasonably be expected to have, a Sirona Material Adverse Effect.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne Sirona and its Subsidiaries are not delinquent in payments to any current or former Velodyne Sirona Business Personnel for any services or amounts required to be reimbursed or otherwise paid, paid except as currently does has not have had and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Sirona Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dentsply International Inc /De/), Merger Agreement (Sirona Dental Systems, Inc.)
Employee and Labor Matters. (a) Neither Velodyne Ouster nor any of its Subsidiaries is a party to, bound by or currently negotiating any collective bargaining agreement, agreement with any works council or other labor Contract; no employees of Velodyne Ouster or any of its Subsidiaries are represented by a labor union, works council or other labor organization with respect to their employment with Velodyne Ouster or any of its Subsidiaries; no labor union, labor organization, works council or group of employees of Velodyne Ouster or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of VelodyneOuster, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of VelodyneOuster, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne Ouster nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne Ouster or any of its Subsidiaries (the “Velodyne Ouster Business Personnel”) or with respect to any former Velodyne Ouster Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of VelodyneOuster, threatened against Velodyne Ouster or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne Ouster Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne an Ouster Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of VelodyneOuster, threatened against or affecting the employees of Velodyne Ouster or any of its Subsidiaries.
(b) Neither Velodyne Ouster nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne Ouster and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne Ouster and its Subsidiaries are and have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne an Ouster Material Adverse Effect.
(d) To the Knowledge of VelodyneOuster, no current or former Velodyne Ouster Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne Ouster or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne Ouster or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne Ouster nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Ouster Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne Ouster or any of its Subsidiaries or (ii) an employee of Velodyne Ouster or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of XxxxxxxxOuster, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne Ouster or any of its Subsidiaries relating to his or her employment with Velodyne Ouster or any of its Subsidiaries or (y) an employee of Velodyne Ouster or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx Ouster or any of its Subsidiaries.
(f) Velodyne Ouster and its Subsidiaries are not delinquent in payments to any current or former Velodyne Ouster Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne an Ouster Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Ouster, Inc.), Merger Agreement (Velodyne Lidar, Inc.)
Employee and Labor Matters. (a) Neither Velodyne the Company nor any of its Subsidiaries is a party to or subject to, bound by voluntarily applies, or is currently negotiating in connection with entering into, any collective bargaining agreement, social plan or other agreement with any labor union, labor organization or works council council, and no such contract is presently being negotiated. To the knowledge of the Company, there are no current and there has not been at any time during the last three years any campaign or other union organizing activity to authorize representation by any labor Contract; union or labor organization with respect to any Company Service Provider. There are no employees of Velodyne current and there have not been any labor strikes, slowdowns, work stoppages, lockouts or any similar activity or dispute affecting the Company or any of its Subsidiaries during the last three years.
(b) Except as would not be materially adverse to the Company and its Subsidiaries taken as a whole, the Company and each of its Subsidiaries is in compliance in all material respects with all Applicable Laws relating to employment and employment practices, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, and wages and hours (“Employment Practices”).
(c) Except as would not reasonably be expected to be materially adverse to the Company and its Subsidiaries, taken as a whole, to the knowledge of the Company, as of the date of this Agreement, (i) there are represented no Actions pending or scheduled by a labor union, works council or other labor organization with respect any Governmental Authority pertaining to their employment with Velodyne the Employment Practices of the Company or any of its Subsidiaries; and (ii) no labor union, labor organization, works council or group complaints relating to Employment Practices of employees of Velodyne the Company or any of its Subsidiaries has made a pending demand for recognition have been filed with any Governmental Authority or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, submitted in writing to the Knowledge of Velodyne, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne or any of its Subsidiaries (the “Velodyne Business Personnel”) or with respect to any former Velodyne Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of Velodyne, threatened against Velodyne or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodyne, threatened against or affecting the employees of Velodyne Company or any of its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne and its Subsidiaries are and have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Material Adverse Effect.
(d) To the Knowledge knowledge of Velodynethe Company, no current or former Velodyne Business Personnel Company Service Provider is in any respect in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary dutycontract, non-competition disclosure or confidentiality agreement, non-solicitation noncompetition agreement, or any restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed or retained by the Company or provide services for Velodyne or any of its Subsidiaries by which the individual is employed or (ii) retained because of the nature of the business conducted or presently proposed to be conducted by it or to the knowledge or use of trade secrets or proprietary informationinformation of others.
(e) Neither Velodyne nor No Company Service Provider who is or may become eligible to receive severance benefits under any of its Subsidiaries is a party to a settlement agreement with any current Company Plan has terminated employment or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct been terminated by either (i) an officer of Velodyne the Company or any of its Subsidiaries in the six months prior to the date of this Agreement, in either case under circumstances that have given, or (ii) an employee could give, rise to a severance obligation on the part of Velodyne the Company or any of its Subsidiaries at the level of Vice President or above. under such Company Plan.
(f) To the Knowledge Company’s knowledge, as of Xxxxxxxx, since January 1, 2019the date of this Agreement, no allegations Company Service Provider holding the position of sexual harassment Director or sexual misconduct have been made against (x) any officer of Velodyne above has terminated or has advised the Company or any of its Subsidiaries relating to in writing of his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating intention to terminate his or her employment with Xxxxxxxx relationship or status as a Company Service Provider for any reason, including because of its Subsidiaries.
(f) Velodyne the consummation of the transactions contemplated by this Agreement, and the Company and its Subsidiaries are not delinquent in payments have no plans or intentions as of the date of this Agreement to terminate any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effectsuch Company Service Provider.
Appears in 2 contracts
Samples: Purchase Agreement (Biomarin Pharmaceutical Inc), Purchase Agreement (Prosensa Holding N.V.)
Employee and Labor Matters. (a) Neither Velodyne Cardinal nor any of its Subsidiaries is or has since January 1, 2015 been a party to, to or bound by or currently negotiating any collective bargaining agreement, agreement with any works council council, or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor unioncontract, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council council, or group of employees of Velodyne Cardinal or any of its Subsidiaries has since January 1, 2015 made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of VelodyneCardinal, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, . Neither Cardinal nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions Subsidiary has since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has 2015 engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne Cardinal or any of its Subsidiaries (the “Velodyne Cardinal Business Personnel”) or with respect to any former Velodyne Business Personnel), and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of VelodyneCardinal, threatened against Velodyne Cardinal or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne the Cardinal Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Cardinal Material Adverse Effect. There is no and there has since January 1, 2015 been no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of VelodyneCardinal, threatened against or affecting the employees of Velodyne Cardinal or any of its SubsidiariesSubsidiary.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne Cardinal and its Subsidiaries are and have for the past five (5) years been in compliance with all collective bargaining agreements or labor Contracts to or by which Cardinal or any of its Subsidiaries is a party or bound and with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, plant closures and layoffslayoffs (including the WARN Act), affirmative action, workers’ compensation, labor relations, social welfare obligations, proper classification of employees as exempt or and non-exempt and as employees or and independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Cardinal Material Adverse Effect.
(dc) To the Knowledge of VelodyneCardinal, no current or former Velodyne Cardinal Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation noncompetition agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne Cardinal or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does as, individually or in the aggregate, has not have had and would not reasonably be expected to have, individually or in the aggregate, have a Velodyne Cardinal Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Strayer Education Inc), Merger Agreement (Capella Education Co)
Employee and Labor Matters. (a) Neither Velodyne Holdings nor any of its Subsidiaries is a party to, to or bound by or currently negotiating any material collective bargaining agreementagreement or material labor contract, agreement with any works council or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor union, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council or group of employees of Velodyne Holdings or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice authority with respect to any individuals employed by or otherwise performing services for Velodyne Holdings or any of its Subsidiaries (the “Velodyne Holdings Business Personnel”) or with respect to any former Velodyne Business Personnel), and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of VelodyneHoldings, threatened in writing against Velodyne Holdings or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current present or former Velodyne Holdings Business Personnel which would is reasonably be expected likely to havematerially interfere with the business activities of Holdings and its Subsidiaries, individually or in the aggregate, taken as a Velodyne Material Adverse Effectwhole. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of VelodyneHoldings, threatened against or affecting the employees of Velodyne Holdings or any of its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would notSubsidiary would, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactionshave a Holdings Material Adverse Effect.
(cb) Velodyne Holdings and its Subsidiaries are and from and after August 14, 2013 have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, the Worker Adjustment and Retraining Notification Act, as amended, and any similar Federal, state or local Law or regulation, all Laws respecting terms and conditions of employment, health and safety, wage payment, Form I-9 matters, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations, proper classification of employees as exempt or and non-exempt and as employees or and independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Holdings Material Adverse Effect.
(d) To the Knowledge of Velodyne, no current or former Velodyne Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Envision Healthcare Holdings, Inc.), Merger Agreement (Amsurg Corp)
Employee and Labor Matters. (a) Neither Velodyne nor any Section 3.12(a) of its Subsidiaries is the GSM Disclosure Schedule sets forth a party to, bound by or currently negotiating any complete and accurate list of all collective bargaining agreement, agreement with any works council or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor unionbargaining, works council or other labor organization with respect union Contracts applicable to their employment with Velodyne any employees of GSM or any of its Subsidiaries; no Subsidiaries (the “Collective Bargaining Agreements”). GSM has made available to FA copies of such Collective Bargaining Agreements, including with respect to employees based outside the United States.
(b) No labor union, labor organization, works council council, or group of employees of Velodyne GSM or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Except as has not had or would not reasonably be expected to have, nor to individually or in the Knowledge of Velodyneaggregate, have there been any such demands for recognition or certificationa GSM Material Adverse Effect, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne neither GSM nor any of its Subsidiaries Subsidiary has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne GSM or any of its Subsidiaries (the “Velodyne GSM Business Personnel”) or with respect to any former Velodyne Business Personnel), and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of VelodyneGSM, threatened in writing against Velodyne GSM or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current the GSM Business Personnel. Except as has not had or former Velodyne Business Personnel which would not reasonably be expected to have, individually or in the aggregate, a Velodyne GSM Material Adverse Effect. There , there is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of VelodyneGSM, threatened against or affecting the employees of Velodyne GSM or any Subsidiary which is reasonably likely to interfere with the respective business activities of its SubsidiariesGSM or any Subsidiary.
(bc) Neither Velodyne GSM nor any of its Subsidiaries is are required to provide notice to any labor union, works work council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(cd) Velodyne GSM and its Subsidiaries are and have for the past five (5) years been in compliance with all Collective Bargaining Agreements to or by which GSM or any of its Subsidiaries is a party or bound and with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations, proper classification of employees as exempt or and non-exempt and as employees or and independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne GSM Material Adverse Effect.
(d) To the Knowledge of Velodyne, no current or former Velodyne Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect.
Appears in 2 contracts
Samples: Business Combination Agreement (Globe Specialty Metals Inc), Business Combination Agreement (Globe Specialty Metals Inc)
Employee and Labor Matters. (a) Neither Velodyne nor The employees of the Company and its Subsidiaries are not members of any union that acts as a bargaining representative or agent with respect to such employees in connection with their employment with the Company or its Subsidiaries. There are no pending charges against the Company or any of its Subsidiaries or any current or former employees of the Company or its Subsidiaries (based on conduct relating to their employment by the Company or any of its Subsidiaries) before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices nor does any basis exist therefor. The Company and its Subsidiaries have not received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of the Company and, to the Knowledge of the Seller, no such investigation is a party in progress.
(b) The Company and its Subsidiaries have complied in all material respects with all applicable Laws relating to employment and governing payment of minimum wages and overtime rates, the withholding and payment of Taxes from compensation of employees and the payment of premiums and/or benefits under applicable worker compensation or other Laws. The Company and its Subsidiaries have complied in all material respects with all Laws governing the employment of personnel by United States companies and the employment of non-United States nationals in the United States, including, but not limited to, bound by the Immigration and Nationality Act and its implementing regulations.
(c) There is no labor strike, slowdown, stoppage or currently negotiating lockout actually pending or to the Seller’s Knowledge, threatened against the Company or any collective bargaining agreement, agreement with any works council or other labor Contract; no employees of Velodyne its Subsidiaries. Neither the Seller nor the Company or any of its Subsidiaries are represented by a labor union, works council parties to any collective bargaining or other similar labor organization Contracts with respect to their employment any employee of the Company or any of its Subsidiaries and, to the Seller’s Knowledge, there is not pending any demand for recognition or any other request or demand from a labor organization for representative status with Velodyne respect to any employee of the Company or any of its Subsidiaries; no . No labor union, labor organization, works council or group of employees of Velodyne or any of its Subsidiaries union has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne or any of its Subsidiaries (the “Velodyne Business Personnel”) or with respect to any former Velodyne Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of Velodyne, threatened against Velodyne or any of its Subsidiaries certified by the National Labor Relations Board or any other Governmental Entity with respect to Person as bargaining agent for any current or former Velodyne Business Personnel which would reasonably be expected to have, individually or in employee of the aggregate, a Velodyne Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodyne, threatened against or affecting the employees of Velodyne or any of Company and its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne . The Company and its Subsidiaries have not experienced a material work stoppage or (ii) materially delay or prevent other material labor difficulty during the consummation of two-year period ended on the Transactions.
(c) Velodyne and its Subsidiaries are and have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Material Adverse Effectdate hereof.
(d) To the Knowledge of Velodynethe Seller, no current activity of any employee of the Company or former Velodyne Business Personnel is in any respect in of its Subsidiaries as or while an employee of the Company or any of its Subsidiaries, as applicable, has caused a violation of any term of any employment or noncompetition Contract or agreement, nondisclosure confidentiality agreement, common law nondisclosure obligation, fiduciary duty, non-competition or patent disclosure agreement, non-solicitation agreementthe violation of which resulted or could be reasonably expected to result, restrictive covenant in a Material Adverse Change.
(e) Section 3.21(e)(1) of the Disclosure Schedule contains a true and complete list of the names, positions and rates of base compensation and incentive compensation (including commissions) of all officers, directors, employees and consultants of the Company and its Subsidiaries, as of the date hereof, excluding any officers and directors of the Company who remain employees of the Seller, showing each such person’s name, positions, status (employee, independent contractor or consultant) and annualized remuneration for the current fiscal year. The officers and directors who will cease to be officers or directors of the Company as of the Effective Time and will continue as employees of the Seller after the Effective Time are listed in Section 3.21(e)(2) of the Disclosure Schedule, without any compensation information provided. Except as set forth on Section 3.21(e)(1) of the Disclosure Schedule, the Company and its Subsidiaries have no Contracts or other obligation to Velodyne agreements with any employees of the Company or any of its Subsidiaries or to a former employer of any such employee relating (i) to policies requiring payment by the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne Company or any of its Subsidiaries to any of their employees in the event he or (ii) an employee of Velodyne she is terminated from employment by the Company or any of its Subsidiaries at Subsidiaries. Except as set forth on Section 3.21(e)(1) of the level Disclosure Schedule, there are no unpaid bonus, retention, deferred compensation or transaction based amounts payable with respect to current or former employees of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx Company or any of its Subsidiaries.
(f) Velodyne As of the date hereof, except as set forth on Section 3.21(f) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries have been notified in writing by any of their employees that such employee intends to, or is considering, terminating such employee’s employment with the Company or any of its Subsidiaries, including in connection with or as a result, in part or in whole, of the transactions contemplated hereby or any other sale of the Company or its assets.
(g) The Company and its Subsidiaries are have not delinquent engaged in payments to any unfair labor practice within the meaning of the National Labor Relations Act or other Law and has not violated any legal requirement prohibiting discrimination of any kind or nature, including, but not limited to, on the basis of race, color, national origin, sex, religion, age, marital status, sexual orientation, current or former Velodyne Business Personnel for military service or physical or mental disability in its employment conditions or practices that would result in any services material liability to the Company or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effectany of its Subsidiaries.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Kforce Inc)
Employee and Labor Matters. (a) Neither Velodyne AmSurg nor any of its Subsidiaries is a party to, to or bound by or currently negotiating any material collective bargaining agreementagreement or material labor contract, agreement with any works council or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor union, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council or group of employees of Velodyne AmSurg or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice authority with respect to any individuals employed by or otherwise performing services for Velodyne AmSurg or any of its Subsidiaries (the “Velodyne AmSurg Business Personnel”) or with respect to any former Velodyne Business Personnel), and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of VelodyneAmSurg, threatened in writing against Velodyne AmSurg or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current present or former Velodyne AmSurg Business Personnel which would is reasonably be expected likely to havematerially interfere with the business activities of AmSurg and its Subsidiaries, individually or in the aggregate, taken as a Velodyne Material Adverse Effectwhole. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of VelodyneAmSurg, threatened against or affecting the employees of Velodyne AmSurg or any of its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would notSubsidiary which would, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactionshave an AmSurg Material Adverse Effect.
(cb) Velodyne AmSurg and its Subsidiaries are and have for the past five (5) years have been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, the Worker Adjustment and Retraining Notification Act, as amended, and any similar Federal, state or local Law or regulation, all Laws respecting terms and conditions of employment, health and safety, wage payment, Form I-9 matters, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations, proper classification of employees as exempt or and non-exempt and as employees or and independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne an AmSurg Material Adverse Effect.
(d) To the Knowledge of Velodyne, no current or former Velodyne Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Envision Healthcare Holdings, Inc.), Merger Agreement (Amsurg Corp)
Employee and Labor Matters. (a) Neither Velodyne DENTSPLY nor any of its Subsidiaries is a party to, to or bound by or currently negotiating any material collective bargaining agreement, material agreement with any works council council, or other material labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor unioncontract, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council council, or group of employees of Velodyne DENTSPLY or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice authority with respect to any individuals employed by or otherwise performing services for Velodyne DENTSPLY or any of its Subsidiaries (the “Velodyne DENTSPLY Business Personnel”) or with respect to any former Velodyne Business Personnel), and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of VelodyneDENTSPLY, threatened in writing against Velodyne DENTSPLY or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current present or former Velodyne DENTSPLY Business Personnel which would is reasonably be expected likely to havematerially interfere with the business activities of DENTSPLY and its Subsidiaries, individually or in the aggregate, taken as a Velodyne Material Adverse Effectwhole. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of VelodyneDENTSPLY, threatened against or affecting the employees of Velodyne DENTSPLY or any of its SubsidiariesSubsidiary would, individually or in the aggregate, reasonably be expected to have a DENTSPLY Material Adverse Effect.
(b) Neither Velodyne DENTSPLY nor any of its Subsidiaries is are required to provide notice to any labor union, works work council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne DENTSPLY and its Subsidiaries Subsidiaries, taken as a whole, or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne DENTSPLY and its Subsidiaries are and have for the past five (5) years have been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations, proper classification of employees as exempt or and non-exempt and as employees or and independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne DENTSPLY Material Adverse Effect.
(d) To the Knowledge of VelodyneDENTSPLY, no current or former Velodyne DENTSPLY Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation noncompetition agreement, restrictive covenant or other obligation to Velodyne DENTSPLY or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne DENTSPLY or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information, in each case except as, individually or in the aggregate, has not had and would not reasonably be expected to have a DENTSPLY Material Adverse Effect.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne DENTSPLY and its Subsidiaries are not delinquent in payments to any current or former Velodyne DENTSPLY Business Personnel for any services or amounts required to be reimbursed or otherwise paid, paid except as currently does has not have had and would not reasonably be expected to have, individually or in the aggregate, a Velodyne DENTSPLY Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dentsply International Inc /De/), Merger Agreement (Sirona Dental Systems, Inc.)
Employee and Labor Matters. (a) Neither Velodyne Sarg nor any of its Subsidiaries is or has since January 1, 2015 been a party to, to or bound by or currently negotiating any collective bargaining agreement, agreement with any works council council, or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor unioncontract, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council council, or group of employees of Velodyne Sarg or any of its Subsidiaries has since January 1, 2015 made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of VelodyneSarg, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, . Neither Sarg nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions Subsidiary has since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has 2015 engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne Sarg or any of its Subsidiaries (the “Velodyne Sarg Business Personnel”) or with respect to any former Velodyne Business Personnel), and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of VelodyneSarg, threatened against Velodyne Sarg or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne the Sarg Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Sarg Material Adverse Effect. There is no and there has since January 1, 2015 been no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of VelodyneSarg, threatened against or affecting the employees of Velodyne Sarg or any of its SubsidiariesSubsidiary.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne Sarg and its Subsidiaries are and have for the past five (5) years been in compliance with all collective bargaining agreements or labor Contracts to or by which Sarg or any of its Subsidiaries is a party or bound and with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, plant closures and layoffslayoffs (including the Worker Adjustment Retraining and Notification Act, and any similar state or local Law (collectively, the “WARN Act”)), affirmative action, workers’ compensation, labor relations, social welfare obligations, proper classification of employees as exempt or and non-exempt and as employees or and independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Sarg Material Adverse Effect.
(dc) To the Knowledge of VelodyneSarg, no current or former Velodyne Sarg Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation noncompetition agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne Sarg or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does as, individually or in the aggregate, has not have had and would not reasonably be expected to have, individually or in the aggregate, have a Velodyne Sarg Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Capella Education Co), Merger Agreement (Strayer Education Inc)
Employee and Labor Matters. (a) Neither Velodyne the Company nor any of its Subsidiaries is a party to, bound by by, or currently negotiating subject to any collective bargaining agreement, agreement with any works council or other labor Contract; no employees of Velodyne or any of its Subsidiaries Collective Agreement. No Company Employees are represented by a any labor union, works council union or other labor organization with respect to their employment with Velodyne the Company or any of its Subsidiaries; . Since January 1, 2022, no labor union, other labor organization, works council or group of employees of Velodyne or any of its Subsidiaries Company Employees has made a pending written demand to the Company for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne or any of its Subsidiaries (the “Velodyne Business Personnel”) or with respect to any former Velodyne Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of Velodyne, threatened against Velodyne or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodyne, threatened against or affecting the employees of Velodyne or any of its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne and its Subsidiaries are and have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Material Adverse Effect.
(d) To the Knowledge of Velodyne, no current or former Velodyne Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxxthe Company, since January 1, 20192022, no allegations of sexual harassment or sexual misconduct there have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment no material labor organizing activities with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments respect to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paidCompany Employees. Except as has not had, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Company Material Adverse Effect, since January 1, 2022, there has been no unfair labor practice charges, labor grievances, employment-related proceedings, labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hard billing or other labor disputes against or affecting the Company or its Subsidiaries.
(b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2022 have been, in compliance with all Applicable Laws respecting labor, employment and employment practices, including terms and conditions of employment, wages and hours, employment discrimination, employee classification, workers’ compensation, family and medical leave, immigration and occupational safety and health requirements.
(c) As of the date hereof, the Company has not implemented or publicly announced any employee layoff, facility closure or shutdown (whether voluntary or as required by Applicable Law), reduction-in-force or furlough affecting Company Service Providers within the past five months.
(d) There have been no sexual harassment, discrimination or retaliation allegations made since January 1, 2022 involving any executive officer of the Company or member of the Board of Directors. The Company or its applicable Subsidiary has investigated any sexual harassment, discrimination or retaliation allegation made by any Company Service Provider since January 1, 2022 of which the Company has Knowledge. With respect to any such allegation with merit, the Company or its applicable Subsidiary has taken corrective action reasonably calculated to prevent continuation or recurrence of the alleged violation.
Appears in 2 contracts
Samples: Arrangement Agreement (Masonite International Corp), Arrangement Agreement (Owens Corning)
Employee and Labor Matters. (a) Neither Velodyne Parent nor any of its the Parent Subsidiaries is, or has been, a party or subject to, or otherwise bound by, any Labor Agreements, and neither the Parent nor any Parent Subsidiaries is a party to, bound by or currently in the process of negotiating any collective bargaining agreement, agreement with any works council or other labor Contract; no employees Labor Agreement. No employee of Velodyne Parent or any of its Subsidiaries are Parent Subsidiary is, or has been, represented by a labor union, trade union, works council council, employee representative bodies or other labor organizations with respect to such employee’s employment with Parent or any Parent Subsidiary and, to the Knowledge of Parent, no labor union, trade union, works council, employee representative body, or other labor organization with respect is seeking to their employment with Velodyne represent any employees of Parent or any of its the Parent Subsidiaries; no labor union.
(b) There is not now in existence, labor organizationnor has there been since December 31, works council or group of employees of Velodyne or 2021, any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of VelodyneParent, threatened to be brought threat of any: (i) material strike, slowdown, stoppage, picketing, lockout or filed with the National Labor Relations Board or any other labor relations tribunal disturbance against or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne affecting Parent or any of its Subsidiaries the Parent Subsidiaries; or (the “Velodyne Business Personnel”ii) or with respect to labor-related demand for representation. There is not now in existence any former Velodyne Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of VelodyneParent threatened, threatened against Velodyne Legal Proceeding alleging or involving any violation of any employment-related, labor-related or benefits-related Law against, in respect of or relating to Parent, any of the Parent Subsidiaries or any Parent Benefit Plan, including any claims arising under any such Law by or on behalf of its Subsidiaries by the National Labor Relations Board any independent contractors, consultants or any other Governmental Entity with respect to any current or former Velodyne Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodyne, threatened against or affecting the employees of Velodyne or any of its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactionsleased personnel, except where the failure to provide such notice as would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactionshave a Parent Material Adverse Effect.
(c) Velodyne and its To the Knowledge of Parent, none of Parent’s or the Parent Subsidiaries’ employment, labor, benefits or other policies or practices applicable to any current or former employee, independent contractor or leased personnel of Parent or any of the Parent Subsidiaries are being audited or investigated by any Governmental Entity. Neither Parent nor any Parent Subsidiary is subject to any labor- or employment-related requirements by virtue of being a federal, state, or local government contractor or subcontractor.
(d) None of Parent or any of the Parent Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of Parent or any of the Parent Subsidiaries that involves allegations relating to sexual harassment or other unlawful discrimination or retaliation by an officer or supervisory employee of the Parent or any of the Parent Subsidiaries. To the Knowledge of Parent, since December 31, 2021, no allegations of sexual harassment or other unlawful discrimination or retaliation have been made against any officer or supervisory employee of Parent or any of the Parent Subsidiaries in such officer’s or supervisory employee’s capacity as a service provider to Parent or any of the Parent Subsidiaries.
(e) To the Knowledge of Parent, each individual who is currently providing services to Parent or any of the Parent Subsidiaries as an independent contractor or consultant is properly classified and properly treated as an independent contractor or consultant by the Parent or the Parent Subsidiaries.
(f) Except as would not, individually or in the aggregate, reasonably be expected to be material to Parent and the Parent Subsidiaries, (i) Parent and the Parent Subsidiaries are, and since December 31, 2021 have for the past five (5) years been been, in compliance with all applicable Laws respecting labor, employment relating to labor and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, including all such Laws regarding wages and hours, child laborovertime pay, collective bargainingclassification of employees and contractors (including classification of Parent Persons as employees or contractors), immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt exempt, meal and as employees rest breaks, employee training, anti-discrimination, anti-retaliation, anti-harassment, employee notices, expense reimbursement, occupational safety and health, recordkeeping, employee leave, Tax withholding and reporting, and immigration, and (ii) there is no (and since December 31, 2021 there has been no) pending, or independent contractorsto the Knowledge of Parent threatened, unemployment insurance and the collection and payment Legal Proceeding brought by or on behalf of withholding and/or social security Taxes and any similar TaxParent Person, except for noncompliance as individually including any such Legal Proceeding alleging non-compliance with any labor or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Material Adverse Effectemployment Law.
(d) To the Knowledge of Velodyne, no current or former Velodyne Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(eg) Neither Velodyne Parent nor any of its the Parent Subsidiaries is a party to a settlement agreement with has any current liability or former Velodyne Business Personnel obligation under the WARN Act that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiariesremains unsatisfied.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Crescent Energy Co), Merger Agreement (Silverbow Resources, Inc.)
Employee and Labor Matters. (a) Neither Velodyne Boat nor any of its Subsidiaries is a party to, to or bound by or currently negotiating any collective bargaining agreement, agreement with any works council council, or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor unioncontract, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council council, or group of employees of Velodyne Boat or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of VelodyneBoat, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne Boat nor any of its Subsidiaries Subsidiary has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne Boat or any of its Subsidiaries (the “Velodyne Boat Business Personnel”) or with respect to any former Velodyne Business Personnel), and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of VelodyneBoat, threatened in writing against Velodyne Boat or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current present or former Velodyne Boat Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Boat Material Adverse Effect. There Except as would not reasonably be expected to have, individually or in the aggregate, a Boat Material Adverse Effect, there is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of VelodyneBoat, threatened against or affecting the employees of Velodyne Boat or any of its SubsidiariesSubsidiary.
(b) Neither Velodyne Boat nor any of its Subsidiaries is are required to provide notice to any labor union, works work council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne Boat and its Subsidiaries Subsidiaries, taken as a whole, or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne To the Knowledge of Boat, Boat and its Subsidiaries are and have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations, proper classification of employees as exempt or and non-exempt and as employees or and independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Boat Material Adverse Effect.
(d) To the Knowledge of VelodyneBoat, no current or former Velodyne Boat Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation noncompetition agreement, restrictive covenant or other obligation to Velodyne Boat or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne Boat or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information, in each case except as, individually or in the aggregate, currently does not have and would not reasonably be expected to have a Boat Material Adverse Effect.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of XxxxxxxxBoat, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne Boat and its Subsidiaries are not delinquent in payments to any current or former Velodyne Boat Business Personnel for any services or amounts required to be reimbursed or otherwise paid, paid except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Boat Material Adverse Effect.
Appears in 1 contract
Employee and Labor Matters. Except as set forth on Schedule 6.01(q), (ai) Neither Velodyne nor any of each Loan Party and its Subsidiaries is a in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to, bound by or currently negotiating to any collective bargaining agreement, agreement with nor has any works council labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no material unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other material labor Contract; no employees dispute pending or, to the knowledge of Velodyne any Loan Party, threatened against any Loan Party or any Subsidiary, (v) to the best knowledge of its Subsidiaries are represented by a labor unioneach Loan Party, works council or other no labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council or group of employees of Velodyne or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, or threatened to be brought or filed filed, with the National Labor Relations Board, the Labour Relations Board of British Colombia, or any other labor relations tribunal or authority, and (vi) there are no outstanding claims, complaints, assessments or investigations against the Loan Parties or their Subsidiaries under the British Columbia Workers' Compensation Act and Occupational Health and Safety Regulation, Employment Standards Act, Labour Relations Code, Human Rights Code or other comparable legislation, nor to are there any claims, complaints, assessments, or investigations filed against the Knowledge of VelodyneLoan Parties or their Subsidiaries with the British Columbia courts, have there been boards and tribunals which govern the aforementioned legislation and regulations. No Loan Party or Subsidiary has incurred any such demands for recognition material liability or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne obligation under the Worker Adjustment and Retraining Notification Act ("WARN") or any similar Requirement of its Subsidiaries (the “Velodyne Business Personnel”) Law which remains unpaid or with respect to unsatisfied. All material payments due from any former Velodyne Business Personnel, Loan Party or Subsidiary on account of wages and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of Velodyne, threatened against Velodyne or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodyne, threatened against or affecting the employees of Velodyne or any of its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne and its Subsidiaries are and have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, employee health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt and as employees or independent contractors, unemployment welfare insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Material Adverse Effect.
(d) To the Knowledge of Velodyne, no current or former Velodyne Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct benefits have been made against (x) any officer paid or accrued as a liability on the books of Velodyne such Loan Party or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its SubsidiariesSubsidiary.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect.
Appears in 1 contract
Employee and Labor Matters. (a) Neither Velodyne nor Seller’s employees are not members of any of its Subsidiaries is a party to, bound by or currently negotiating any collective bargaining agreement, agreement with any works council or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor union, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council or group of employees of Velodyne or any of its Subsidiaries has made a pending demand for recognition or certification, and there . There are no representation or certification proceedings or petitions seeking a representation proceeding presently pending (or, to the Knowledge of VelodyneSeller), threatened any basis for any charges against Seller or any current or former Seller employees (based on conduct relating to be brought or filed with their employment by Seller) before the National Labor Relations Board Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices nor does any basis exist therefor. Seller has not received notice of the intent of any Governmental Entity responsible for the enforcement of labor relations tribunal or authority, nor employment Laws to the Knowledge conduct an investigation of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne or any of its Subsidiaries (the “Velodyne Business Personnel”) or with respect to any former Velodyne Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending orSeller and, to the Knowledge of VelodyneSeller, no such investigation is in progress.
(b) Seller has complied in all material respects with all applicable Laws relating to employment and governing payment of minimum wages and overtime rates, the withholding and payment of Taxes from compensation of employees and the payment of premiums and/or benefits under applicable worker compensation Laws. Seller has complied in all material respects with all laws governing the employment of personnel by United States companies and the employment of non-United States nationals in the United States, including, but not limited to, the Immigration and Nationality Act and its implementing regulations.
(c) There is no labor strike, slowdown, stoppage or lockout actually pending or to Seller’s Knowledge, threatened against Velodyne Seller. Seller is not a party to any collective bargaining or other similar labor Contracts with respect to any Seller employee and there is not pending any demand for recognition or any of its Subsidiaries other request or demand from a labor organization for representative status with respect to Seller employee. No labor union has been certified by the National Labor Relations Board or as bargaining agent for any other Governmental Entity with respect to any current or former Velodyne Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse EffectSeller employee. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodyne, threatened against or affecting the employees of Velodyne or any of its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne and its Subsidiaries are and have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, Seller has not had and would not reasonably be expected to have, experienced a Velodyne Material Adverse Effectmaterial work stoppage or other material labor difficulty during the two-year period ended on the date hereof.
(d) To the Knowledge of VelodyneSeller, no current activity of any employee of Seller as or former Velodyne Business Personnel is in any respect in while an employee of Seller has caused a violation of any term of any employment Contract, confidentiality agreement, nondisclosure agreementpatent disclosure agreement or the violation of which resulted or could be reasonably expected to result, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to in a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary informationMaterial Adverse Change.
(e) Neither Velodyne nor any Section 5.18(e) of its Subsidiaries is the Disclosure Schedule contains a party to a settlement agreement with any true and complete list of the names, positions and current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer rates of Velodyne or any compensation of its Subsidiaries or (ii) an employee all officers, directors and employees of Velodyne or any Seller, as of its Subsidiaries at the level of Vice President or above. To date hereof, showing each such person’s name, positions, and annualized remuneration for the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiariescurrent fiscal year.
(f) Velodyne As of the date hereof, Seller has not been notified in writing by any of its employees that such employee intends to, or is considering, terminating such employee’s employment with Seller, including in connection with or as a result, in part or in whole, of the transactions contemplated hereby or any other sale of Seller or its assets.
(g) Seller has not engaged in any unfair labor practice within the meaning of the National Labor Relations Act and its Subsidiaries are has not delinquent in payments to violated any legal requirement prohibiting discrimination of any kind or nature, including, but not limited to, on the basis of race, color, national origin, sex, religion, age, marital status, sexual orientation, current or former Velodyne Business Personnel for military service or physical or mental disability in its employment conditions or practices that would result in any services or amounts required material liability to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse EffectSeller.
Appears in 1 contract
Employee and Labor Matters. (a) Neither Velodyne nor any Section 3.12(a) of its Subsidiaries is the Company Disclosure Schedule sets forth a party to, bound by or currently negotiating any true and complete list of each collective bargaining agreement, agreement with any works council council, or other labor Contract; no employees of Velodyne contract which the Company or any of its Subsidiaries are represented is a party to or bound by (each a labor union, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no “Company Labor Agreement”). No labor union, labor organization, works council council, or group of employees of Velodyne the Company or any of its Subsidiaries has made a pending demand for recognition or certificationcertification or, and there to the Knowledge of the Company, is or since January 1, 2014 has been engaged in any other organizing activities involving Service Providers. There are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodynethe Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne the Company nor any of its Subsidiaries Subsidiary has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne or any of its Subsidiaries (the “Velodyne Business Personnel”) or with respect to any former Velodyne Business PersonnelService Providers, and there is no material unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of Velodynethe Company, threatened against Velodyne the Company or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse EffectService Providers. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodynethe Company, threatened against or affecting the employees Company or any Subsidiary which is reasonably likely to materially interfere with the respective business activities of Velodyne the Company or any of its SubsidiariesSubsidiaries and no such matters have occurred since January 1, 2014. With respect to the transactions contemplated by this Agreement, each of the Company and its Subsidiaries has or prior to the Closing will have satisfied all notice, consultation, information, bargaining and other obligations it owes to Service Providers or their representatives under any applicable Company Labor Agreement or Law. No labor union, labor organization, works council or similar employee representative is required to consent to the transactions contemplated by this Agreement.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne The Company and its Subsidiaries are and have for the past five (5) years been in compliance in all material respects with all Company Labor Agreements and in all material respects with applicable Laws respecting labor, employment and employment practices, including, without limitation, practices including all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees social welfare obligations and unemployment insurance. Except as exempt or non-exempt and as employees or independent contractorswould not, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, result in material liability for the Company or any of its Subsidiaries: (i) the Company and its Subsidiaries have paid all wages, salary, wage premiums, commissions, bonuses, expense reimbursements, and other compensation that has not had come due and would not reasonably be expected payable to haveits Service Providers in accordance with applicable Law, a Velodyne Material Adverse EffectContract, or Company policy; and (ii) each Service Provider is authorized to work in the jurisdiction where he or she provides services to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has planned or announced any reductions in force that could require notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar or related Law (collectively, the “WARN Act”).
(dc) To the Knowledge of Velodynethe Company, no current Service Provider of the Company or former Velodyne Business Personnel any of its Subsidiaries is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation noncompetition agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual employee to be employed by or provide services for Velodyne the Company or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does has not have had and would not reasonably be expected to have, individually or in the aggregate, have a Velodyne Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Accuride Corp)
Employee and Labor Matters. (a) Neither Velodyne Except as listed in Section 4.14(a) of the Aristotle Disclosure Letter, (A) neither Aristotle nor any of its Subsidiaries is a party to, to or bound by or currently negotiating any collective bargaining agreement, agreement with any works council council, or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor unioncontract, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; (B) no labor union, labor organization, works council council, or group of employees of Velodyne Aristotle or any of its Subsidiaries has made a pending demand for recognition or certification, and (C) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne Aristotle nor any of its Subsidiaries Subsidiary has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne Aristotle or any of its Subsidiaries (the “Velodyne Aristotle Business Personnel”) or with respect to any former Velodyne Business Personnel), and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of VelodyneAristotle, threatened in writing against Velodyne Aristotle or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne the Aristotle Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse EffectPersonnel. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of VelodyneAristotle, threatened against or affecting the employees of Velodyne Aristotle or any Subsidiary which is reasonably likely to materially interfere with the respective business activities of its SubsidiariesAristotle or any Subsidiary.
(b) Neither Velodyne Aristotle nor any of its Subsidiaries is are required to provide notice to any labor union, works work council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the TransactionsAgreement.
(c) Velodyne Aristotle and its Subsidiaries are and have for the past five (5) years been in compliance with all collective bargaining agreements, agreements with any works council, or labor contracts to which Aristotle or any of its Subsidiaries is a party to or bound by and with all applicable Laws respecting labor, employment and employment practices, practices including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizationsimmigration, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt relations and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Taxinsurance, except for noncompliance as would not reasonably be, expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne an Aristotle Material Adverse Effect.
(d) To the Knowledge of VelodyneAristotle, no current employee of Aristotle or former Velodyne Business Personnel any of its Subsidiaries at the level of Senior Vice President or higher is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation noncompetition agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (iA) to the right of any such individual employee to be employed by or provide services for Velodyne Aristotle or its Subsidiaries or (iiB) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Aristotle Material Adverse Effect.
Appears in 1 contract
Employee and Labor Matters. With respect to the Business and Business Employees, (a) Neither Velodyne nor any of its Subsidiaries there is a party to, bound by or currently negotiating any collective bargaining agreement, agreement with any works council or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor union, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council or group of employees of Velodyne or any of its Subsidiaries has made a pending demand for recognition or certificationnot, and since January 1, 2007 there are no representation has not been, any material labor strike, work stoppage or certification proceedings or petitions seeking a representation proceeding presently pending lockout pending, or, to the Knowledge knowledge of VelodyneSeller, threatened to be brought or filed with the National Labor Relations Board threatened, against Seller, any Selling Affiliate or any other labor relations tribunal or authorityTransferred Entity, nor (b) to the Knowledge knowledge of VelodyneSeller, have no material union organizational campaign is in progress and no question concerning representation exists respecting such Business Employees, (c) there been are no pending material charges against Seller, any Selling Affiliate or any Transferred Entity or any Business Employee or former employee of Seller, any Selling Affiliate or any Transferred Entity before the Equal Employment Opportunity Commission or any state, local or foreign agency or other Governmental Entity responsible for the prevention of unlawful employment practices, (d) Seller has not received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct any material investigation and, to the knowledge of Seller, no such demands for recognition or certificationinvestigation is in progress, representation or certification proceedings or petitions (e) Seller, the Selling Affiliates and the Transferred Entities are, and since January 1, 2019. Neither Velodyne nor 2007 have been, in compliance with all labor and employment Laws, rules and regulations applicable to Seller’s, any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne Selling Affiliate’s or any of its Subsidiaries (the “Velodyne Transferred Entity’s Business Personnel”) or with respect to any former Velodyne Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of Velodyne, threatened against Velodyne or any Business Employee, including those relating to wages, hours, affirmative action, workplace safety or health, immigration, drug testing, equal employment opportunity, retaliation, whistleblowers and discrimination in employment, except for instances of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne Business Personnel which would reasonably be expected to havenoncompliance that, individually or in the aggregate, would not be reasonably likely to have a Velodyne Seller Material Adverse Effect. There , (f) there is no unfair labor strikepractice charge or complaint against Seller, disputeany Selling Affiliate or any Transferred Entity in respect of Seller, lockout, slowdown any Selling Affiliate or stoppage any Transferred Entities’ Business pending or, to the Knowledge knowledge of VelodyneSeller, threatened against before the National Labor Relations Board, any state or affecting the employees of Velodyne foreign labor relations board or any of its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council court or similar representative body prior to the execution of this Agreement or the consummation of the Transactionstribunal, except where the failure to provide for any such notice would notcharge or complaint that, individually or in the aggregate, would not be reasonably be expected likely to have a Seller Material Adverse Effect, (ig) result except as set forth in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation Section 4.18 of the Transactions.
Seller Disclosure Schedule, there are no pending, or to the knowledge of Seller, threatened actions, arbitrations, administrative proceedings, charges, complaints or investigations that (cA) Velodyne in any way affect or arise out of the operations of the Business or against or affecting a Transferred Entity or any of its properties, assets or rights or any Acquired Assets, (B) involve the labor or employment relations of Seller, any Selling Affiliate or any Transferred Entity, and its Subsidiaries are and have for the past five (5C) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not have had and or would not reasonably be expected likely to have, have a Velodyne Seller Material Adverse Effect.
, and (dh) To the Knowledge none of VelodyneSeller, no current or former Velodyne Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne Selling Affiliate or any Transferred Entity has been affected by any transaction or engaged in mass layoffs or employment terminations sufficient in number to trigger application of its Subsidiaries WARN or to a former employer any similar foreign, state or local Law during the last one (1) year, and none of the Business Employees has suffered an “employment loss” (as defined in WARN and any such employee relating similar Law) during the six (i6) months prior to the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary informationdate hereof.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Bristol Myers Squibb Co)
Employee and Labor Matters. (a) Neither Velodyne nor any of its Subsidiaries There is a party to, bound by or currently negotiating any collective bargaining agreement, agreement with any works council or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor union, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council or group of employees of Velodyne or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodynethe Company, threatened threatened, picketing, labor strike, walk-out, slowdown, work stoppage or lockout with respect to be brought or filed with the National Labor Relations Board Company or any other labor relations tribunal or authorityCompany Subsidiary, nor to and there has been no such actions since the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019Lookback Date. Neither Velodyne the Company nor any of its the Company Subsidiaries has have engaged in any unfair labor practice or are subject to any unfair labor practice charges against the Company or any Company Subsidiary before the National Labor Relations Board, the Equal Employment Opportunity Commission or any similar state, local or foreign Governmental Authority responsible for the prevention of unlawful employment practices. Except as set forth on Schedule 5.15, to the Knowledge of the Company, there is no effort currently being made or threatened by, or on behalf of, any Labor Union to organize any employees of the Company or any Company Subsidiary, and there has been no such effort since the Lookback Date and no demand for recognition of any employees of the Company or any Company Subsidiary has been made by, or on behalf of, any Labor Union since the Lookback Date. Except as set forth in Schedule 5.15, no employee of the Company or any Company Subsidiary is represented by a Labor Union with respect to that employee’s work for the Company or any individuals employed Company Subsidiary and neither the Company nor any of the Company Subsidiaries is a party to or bound by any collective bargaining agreement or similar labor agreement with a Labor Union. The Company and the Company Subsidiaries are, and since the Lookback Date have been, in material compliance with all applicable Laws respecting employment and employment practices and terms and conditions of employment, including any provision relating to wages (including minimum wage and overtime), hours of work, child labor, withholdings and deductions, classification and payment of employees, independent contractors, and consultants, employment equity, nondiscrimination, non-harassment and non-retaliation in employment, overtime pay, occupational health and safety, worker’s compensation and immigration. To the Knowledge of the Company, no current executive, key employee or substantial group of employees has given notice of termination of employment or otherwise performing services for Velodyne disclosed plans to terminate employment with the Company or any of its Subsidiaries Company Subsidiary within the twelve (12) month period following the “Velodyne Business Personnel”) or with respect to any former Velodyne Business Personneldate hereof. There is not, and since the Lookback Date there is no unfair labor practice complaint or grievance or other administrative or judicial complainthas not been, action or investigation or other Proceeding any material Action pending (or, to the Knowledge of Velodynethe Company, threatened against Velodyne threatened) by or before any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity Authority with respect to the Company or any Company Subsidiary (i) concerning employment-related matters or (ii) brought by any current or former Velodyne Business Personnel which would reasonably be expected to haveapplicant, individually employee or in independent contractor of the aggregate, a Velodyne Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodyne, threatened against or affecting the employees of Velodyne Company or any of its SubsidiariesCompany Subsidiary.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne and its Subsidiaries are and have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Material Adverse Effect.
(d) To the Knowledge of Velodyne, no current or former Velodyne Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect.
Appears in 1 contract
Employee and Labor Matters. (a) Except as set forth on Section 3.20(a) of the Disclosure Schedule, the employees of the Company and its Subsidiaries are not members of any collective bargaining unit or any employer-recognized union. There are no pending charges against the Company, any of its Subsidiaries or any current or former employees of the Company or and of its Subsidiaries (based on conduct relating to their employment by the Company or any Subsidiary) before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment. Neither Velodyne Seller nor any of its Affiliates (including the Company or any of its Subsidiaries) have received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of the Company or any of its Subsidiaries and, to the Knowledge of Seller, no such investigation is in progress or has been threatened.
(b) The Company and its Subsidiaries have complied in all respects with all applicable Laws relating to employment and terms and conditions of employment including without limitation all Laws governing wages, hours, overtime, commissions, labor relations, immigration, equal opportunity, affirmative action, sexual harassment, leaves of absence, occupational health and safety, disability, benefits, workers’ compensation, unemployment insurance, Taxes, plant closings and mass layoffs. The Company and its Subsidiaries have complied in all respects with all Laws governing the employment of personnel by United States companies and the employment of non-United States nationals in the United States, including, but not limited to, the Immigration and Nationality Act and its implementing regulations.
(c) There is no labor strike, slowdown, stoppage, picketing or lockout actually pending or to Seller’s Knowledge, threatened against the Company or any of its Subsidiaries. Neither Seller, the Company nor any of its Subsidiaries is have been a party to, bound by or currently negotiating to any collective bargaining agreement, agreement or other similar Contract with any works council or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor union, works council or other labor organization collective bargaining representative respect to any employee of the Company and, there is no pending or to Seller’s Knowledge, threatened demand for recognition of a collective bargaining representative with respect to their employment with Velodyne any Company or Subsidiary employee. No labor union has been certified by the National Labor Relations Board as bargaining agent for any employee of the Company or any Subsidiary and no proceeding requesting such certification has been filed or to Seller’s Knowledge, threatened. To Seller’s Knowledge, no other union organizing efforts are underway or to Seller’s Knowledge have been threatened. Neither the Company nor any of its Subsidiaries has experienced a material work stoppage or other material labor difficulty during the three-year period ended on the date of this Agreement.
(d) No activity of any employee of the Company or any of its Subsidiaries; no labor union, labor organization, works council Subsidiaries as or group while an employee of employees of Velodyne the Company or any of its Subsidiaries has made caused a pending demand violation of any employment or noncompetition Contract or agreement, confidentiality agreement, or patent disclosure agreement.
(e) Seller has provided to Purchaser a list, as of the most recently practicable date, of the names, positions and rates of base compensation and incentive compensation (including commissions) of all officers, directors and employees of the Company and its Subsidiaries, excluding any officers and directors of the Company and its Subsidiaries who will remain employees of Seller or one of its Affiliates, showing annualized remuneration for recognition the current fiscal year, position, status (employee, independent contractor or certificationconsultant) and, for employees, whether such employees are classified as exempt or non-exempt from overtime pay requirements under applicable Law. The individuals who will cease to be officers or directors of the Company or its Subsidiaries as of the Closing Date and will continue as employees of Seller or one of its Affiliates after the Closing Date are listed in Section 3.20(e)(i) of the Disclosure Schedule, without any compensation information provided. Except as set forth on Section 3.20(e)(ii) of the Disclosure Schedule, the Company and its Subsidiaries have no Contracts with any employees of the Company or any of its Subsidiaries or any policies requiring payment by the Company or any of its Subsidiaries to any of their employees in the event he or she is terminated from employment by the Company or any of its Subsidiaries. Except as set forth on Section 3.20(e)(iii) of the Disclosure Schedule, there are no representation bonus, retention, deferred compensation or certification proceedings transaction based amounts payable but unpaid with respect to current or petitions seeking former employees of the Company or any of its Subsidiaries. There are no independent contractors, consultants, temporary employees, leased employees or other agents employed or used by the Company or any of its Subsidiaries and classified by the Company or any of its Subsidiaries as other than employees or compensated other than through wages paid by the Company through the Company’s payroll department and reported on a representation proceeding presently pending orform W-4 (“Contingent Workers”). To the extent that any Contingent Workers are employed or used, to the Knowledge Company and each of Velodyne, threatened its Subsidiaries has properly classified and treated them in accordance with applicable laws and for purposes of all wage and hour laws and employee benefit plans and perquisites. The Company and each of the its Subsidiaries has also properly classified as exempt employees for overtime pay purposes all persons whom it has designated to be brought or filed with exempt employees rather than non-exempt employees.
(f) Neither the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne Company nor any of its U.S. Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne or any within the meaning of its Subsidiaries (the “Velodyne Business Personnel”) or with respect to any former Velodyne Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of Velodyne, threatened against Velodyne or any of its Subsidiaries by the National Labor Relations Board Act and have not violated any legal requirement prohibiting discrimination of any kind or any other Governmental Entity with respect to any nature, including on the basis of race, color, national origin, sex, religion, age, marital status, sexual orientation, current or former Velodyne Business Personnel which military service or physical or mental disability in its employment conditions or practices that would reasonably be expected to have, individually or result in the aggregate, a Velodyne Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, any material liability to the Knowledge of Velodyne, threatened against or affecting the employees of Velodyne Company or any of its Subsidiaries.
(bg) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation The employees of the TransactionsCompany and its Subsidiaries, except where excluding any officers and directors of the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne Company and its Subsidiaries who will remain employees of Seller or (ii) materially delay or prevent one of its Affiliates, who are required to have Permits in order for the consummation of the Transactions.
(c) Velodyne Company and its Subsidiaries are and have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or to conduct its business in the aggregatemanner it is presently conducted, has not had and would not reasonably be expected to havehave in all material respects, a Velodyne Material Adverse Effectsuch required Permits.
(d) To the Knowledge of Velodyne, no current or former Velodyne Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Willbros Group, Inc.\NEW\)
Employee and Labor Matters. (a) Neither Velodyne nor any Section 3.12(a) of its Subsidiaries the Company Disclosure Schedule sets forth a true, correct and complete list as of the date hereof of the name of each current Service Provider and each such Service Provider’s (i) position or title, (ii) date of hire, (iii) location of employment or services, (iv) if the Service Provider is full-time or part-time, (v) if such Service Provider is on a leave of absence, (vi) if such Service Provider is identified as a exempt or non-exempt under the Fair Labor Standards Act (“FLSA”) or similar state laws , (vii) such Service Provider’s base salary or hourly wage or compensation rate (as applicable), and (viii) current commission or incentive eligibility.
(b) The Company is not a party to, or bound by or currently negotiating by, any collective bargaining agreement, agreement with any works council council, or other labor Contract; no employees of Velodyne or contract, and the Company is not currently engaged in any of its Subsidiaries are represented by a labor union, works council or other labor organization negotiation with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council or other employee organization. To the Knowledge of the Company, no labor union, labor organization, works council, or group of employees of Velodyne or any of its Subsidiaries the Company has made a pending demand for recognition or certification. To the Knowledge of the Company, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to . To the Knowledge of Velodynethe Company, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne or any of its Subsidiaries (the “Velodyne Business Personnel”) or with respect to any former Velodyne Business Personnel, and there is no material unfair labor practice complaint or material grievance or other material administrative or judicial complaint, action or investigation pending or other Proceeding pending or, to threatened in writing against the Knowledge of Velodyne, threatened against Velodyne or any of its Subsidiaries Company by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse EffectCompany’s Service Providers. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of VelodyneCompany’s Knowledge, threatened against or affecting the employees of Velodyne Company, and no such strike, dispute, lockout, slowdown or stoppage has occurred within the past three (3) years, in any of its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, event which could reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent interfere with the consummation business activities of the TransactionsCompany.
(c) Velodyne and its Subsidiaries are and have for the past five (5) years The Company has been in material compliance with all applicable Laws respecting labor, employment and employment practices, practices including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, and labor relations. Notwithstanding the generality of the foregoing, proper classification the Company has properly classified each of its employees as exempt or non-exempt under the FLSA and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Material Adverse Effectcontractors under applicable Laws.
(d) To the Knowledge of VelodyneCompany’s Knowledge, no current or former Velodyne Business Personnel Service Provider is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation noncompetition agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual Service Provider to be employed by or provide services for Velodyne or its Subsidiaries the Company or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, each case except as currently does not have and would not reasonably be expected to have, individually or in be material to the aggregate, a Velodyne Material Adverse EffectCompany.
Appears in 1 contract
Samples: Merger Agreement (Genvec Inc)
Employee and Labor Matters. (a) Section 3.31(a) of the Valley Disclosure Schedule contains a complete and correct list, as of the date of this Agreement, of the name of each employee, job description, job location, title, current annual base salary, other compensation and wage and hour exemption status of Valley and each of its Subsidiaries and a summary of all Contracts or commitments by Valley to increase the compensation or to modify the conditions or terms of employment including all agreements regarding Change of Control Payments. All persons who have been treated as independent contractors by Valley for tax purposes have met the criteria to be so treated under applicable Law.
(b) Neither Velodyne Valley nor any of its Subsidiaries is, nor at any time since January 1, 2013 were either of them, a party to or bound by any labor or collective bargaining agreement and, to the Knowledge of Valley, there are no organizational campaigns, petitions or other activities or proceedings of any labor union, workers’ council or labor organization seeking recognition of a collective bargaining unit with respect to, or otherwise attempting to represent, any of the employees of Valley or any of its Subsidiaries or compel Valley or any of its Subsidiaries to bargain with any such labor union, workers’ council or labor organization. There are no labor related controversies, strikes, slowdowns, walkouts or other work stoppages pending or, to the Knowledge of Valley, threatened (in writing) and neither Valley nor any of its Subsidiaries has experienced any such labor related controversy, strike, slowdown, walkout or other work stoppage since January 1, 2012. Neither Valley nor any of its Subsidiaries is a party to, or otherwise bound by by, any consent decree with, or currently negotiating citation by, any collective bargaining agreement, agreement with any works council Governmental Entity relating to employees or other labor Contract; no employees of Velodyne or any employment practices. Valley and each of its Subsidiaries are represented by a labor unionis in material compliance with all applicable Laws relating to labor, works council employment, termination of employment or other labor organization with respect similar matters, including but not limited to their employment with Velodyne or any Laws relating to discrimination, disability, classification of its Subsidiaries; no labor unionworkers, labor organizationrelations, works council or group hours of employees work, payment of Velodyne or any of its Subsidiaries has made a pending demand for recognition or certificationwages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and has not engaged in any unfair labor practices or similar prohibited practices. Except as set forth in Section 3.31(b) of the Valley Disclosure Schedule, there are no representation complaints, lawsuits, arbitrations, administrative proceedings, or certification other proceedings or petitions seeking a representation proceeding presently of any nature pending or, to the Knowledge of Velodyne, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne or any of its Subsidiaries (the “Velodyne Business Personnel”) or with respect to any former Velodyne Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of VelodyneValley, threatened against Velodyne Valley brought by or on behalf of any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to applicant for employment, any current or former Velodyne Business Personnel which would reasonably employee, any Person alleging to be expected to havea current or former employee, individually or in any class of the aggregateforegoing, a Velodyne Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodyne, threatened against or affecting the employees of Velodyne or any of its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice Governmental Entity, relating to any labor unionsuch Law, works council or similar representative body prior to alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactionsemployment relationship.
(c) Velodyne and its Subsidiaries are and have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification No executive or group of employees as exempt has informed Valley of his, her or non-exempt and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected their intent to have, a Velodyne Material Adverse Effectterminate employment.
(d) To the No Person has claimed, or to Knowledge of VelodyneValley has valid reason to claim, no current that any employee or former Velodyne Business Personnel employee of Valley (i) is in any respect in violation of any material term of any employment agreement, nondisclosure confidentiality agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, agreement or any restrictive covenant with such Person; (ii) has improperly disclosed or other obligation utilized any trade secret, confidential or proprietary information or documentation belonging to Velodyne such Person in connection with their employment; or (iii) has interfered in the employment relationship with such Person and any of its Subsidiaries present or to a former employer employees in violation of any Law or enforceable agreement between such employee relating (i) to Person and the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary informationapplicable employee.
(e) Neither Velodyne nor any Valley has made available to CVB prior to the date of this Agreement a copy of all material written policies and procedures related to the employees of Valley and each of its Subsidiaries is and a party written description of all material unwritten policies and procedures related to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer the employees of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any Valley and each of its Subsidiaries.
(f) Velodyne All employees of Valley and each of its Subsidiaries are not delinquent in payments authorized to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or work in the aggregate, United States of America and a Velodyne Material Adverse EffectForm I-9 has been properly completed and retained with regard to each such employee.
Appears in 1 contract
Employee and Labor Matters. (a) Neither Velodyne Omnicom nor any of its Subsidiaries is a party to, to or bound by or currently negotiating any material collective bargaining agreement, agreement with any works council council, or other similar labor ContractContract with any Union; to the Knowledge of Omnicom, no employees of Velodyne or any of its Subsidiaries are represented by a labor union, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council or group of employees of Velodyne or any of its Subsidiaries Union has made a pending demand for recognition or certificationcertification as the bargaining unit representative of any employee employed, and or individual engaged on an independent contractor basis, by Omnicom or any of its Subsidiaries (collectively, the “Omnicom Business Personnel”); to the Knowledge of Omnicom, there are no representation or certification proceedings or petitions seeking a representation or decertification proceeding presently pending or, to the Knowledge of Velodyne, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor ; and to the Knowledge of VelodyneOmnicom, have there been any such demands for recognition are no material organizing or certification, representation decertification activities by or certification proceedings or petitions since January 1, 2019with respect to Omnicom Business Personnel. Neither Velodyne Omnicom nor any of its Subsidiaries has in the past three (3) years engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne or any of its Subsidiaries (the “Velodyne Business Personnel”) or with respect to any former Velodyne Omnicom Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation pending or other Proceeding pending or, to the Knowledge of Velodyne, threatened in writing against Velodyne Omnicom or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current present or former Velodyne Omnicom Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne an Omnicom Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown slowdown, stoppage, or stoppage other material labor dispute pending or, to the Knowledge of VelodyneOmnicom, threatened against or affecting the employees of Velodyne Omnicom or any of its Subsidiaries.
(b) Neither Velodyne Omnicom nor any of its Subsidiaries is required to provide notice will incur any notice, consultation or consent obligations with respect to any labor union, works council or similar other employee representative body prior to in connection with the execution of this Agreement or the consummation of the Transactions, in each case, except where the failure to provide such notice as would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries prevent or materially delay consummation of the Merger or other Transactions or (ii) materially delay or prevent the consummation of the Transactionshave an Omnicom Material Adverse Effect.
(c) Velodyne Omnicom and its Subsidiaries are and have for the past five (5) years since January 1, 2023 been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, pay equity, child labor, fair labor standards, collective bargaining, immigration and work authorizations, background checks, employment discrimination, retaliation, harassment, retaliationnotices, privacy, record retention, whistleblowing, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations, proper classification of employees as exempt or and non-exempt and as employees or and independent contractors, termination, family and medical leave and other leaves of absence, sick time, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne an Omnicom Material Adverse Effect.
(d) To the Knowledge of VelodyneOmnicom, no current or former Velodyne Omnicom Business Personnel is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation noncompetition agreement, restrictive covenant or other obligation to Velodyne Omnicom or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne Omnicom or its Subsidiaries or (ii) to the knowledge confidentiality or use of trade secrets or other confidential or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne Omnicom and its Subsidiaries are not delinquent in payments to any current or former Velodyne Omnicom Business Personnel for any services or amounts required to be reimbursed or otherwise paid, paid except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne an Omnicom Material Adverse Effect.
(f) In the past two (2) years, Omnicom and its Subsidiaries have investigated all material allegations of sexual harassment or discriminatory harassment of which they had or have Knowledge and have taken all reasonable and necessary corrective actions with respect to such allegations. No such allegation of sexual or discriminatory harassment would reasonably be expected to result in any material liability to Omnicom and any of its Subsidiaries (taken as a whole).
(g) In the past two (2) years, neither Omnicom nor its Subsidiaries have implemented any “plant closing” or “mass layoff” (in each case, as defined under the Worker Adjustment and Retraining Notification Act of 1988 or any similar applicable state or local Laws).
Appears in 1 contract
Employee and Labor Matters. (a) (i) Neither Velodyne the Company nor any of its the Company Subsidiaries is a party to, to or bound by or currently negotiating any collective bargaining agreement, agreement with any works council council, or other labor Contractcontract; no employees of Velodyne or any of its Subsidiaries are represented by a labor union, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; (ii) no labor union, labor organization, works council council, or group of employees of Velodyne the Company or any of its the Company Subsidiaries has made a pending demand for recognition or certification; (iii) to the Knowledge of the Company, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to authority involving the Knowledge of Velodyne, have there been Company or any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne Company Subsidiary; (iv) neither the Company nor any of its Subsidiaries Company Subsidiary has engaged in any material unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne the Company or any of its the Company Subsidiaries (the “Velodyne Company Business Personnel”); (v) or with respect to any former Velodyne Business Personnel, and there is no material unfair labor practice complaint or charge, material grievance or other administrative material labor-related or employment-related administrative, arbitral or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of Velodynethe Company, threatened in writing against Velodyne the Company or any of its the Company Subsidiaries by the National Labor Relations Board Board, any arbitration body or any other Governmental Entity (which for the purpose of this representation shall include arbitration proceedings) with respect to the Company Business Personnel; (vi) to the Knowledge of the Company, there are no labor union organizing activities with respect to any current or former Velodyne Company Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect. There Personnel; and (vii) there is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodynethe Company, threatened against or affecting the employees of Velodyne Company or any of its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor unionCompany Subsidiary and no such strike, works council lockout, slowdown or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or stoppage has occurred in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne and its Subsidiaries are and have for the past five (5) years been years.
(b) The Company and the Company Subsidiaries are and, since January 1, 2013 have been, in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, including all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, classification under wage laws, child labor, collective bargaining, immigration and work authorizationsauthorization, employment discrimination, harassment, discrimination and retaliation, civil rights, veterans’ rights, disability rights and or benefits, equal opportunity, whistleblowing and whistleblower protection, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt relations and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Taxinsurance, except for noncompliance as as, individually or in the aggregate, has not had and would not reasonably be expected to havehave a Company Material Adverse Effect.
(c) The Company has properly classified all individuals providing services to the Company or on the Company’s behalf pursuant to applicable wage and hour and tax laws, including but not limited to employees, independent contractors, consultants, agents, staff augmentation, and contingent workers, except for any failure to properly classify which, individually or in the aggregate, has not had and would not reasonably be expected to have a Velodyne Company Material Adverse Effect.
(d) To the Knowledge of Velodyne, no current or former Velodyne Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating The Company has not (i) to effectuated a “plant closing” (as defined in the right Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101, et seq., as amended, or any similar Law (collectively, the “WARN Act”)) affecting any facility owned or operated by the Company or any Company Subsidiary or any operating units within any such individual to be employed by or provide services for Velodyne or its Subsidiaries or facility, (ii) to effectuated a “mass layoff” (as defined in the knowledge or use of trade secrets or proprietary information.
(eWARN Act) Neither Velodyne nor affecting any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries such facility, or (iiiii) an employee of Velodyne or any of its Subsidiaries at violated the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its SubsidiariesWARN Act.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zulily, Inc.)
Employee and Labor Matters. (a) Neither Velodyne nor any of its Subsidiaries is a party to, bound by or currently negotiating any There are no collective bargaining agreementagreements or Contracts with labor organizations, agreement with unions or works councils governing the terms and conditions of employment of any works council or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor union, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council or group of employees of Velodyne or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to Business Employee. To the Knowledge of VelodyneParent, threatened there are not any activities or proceedings of any labor union to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been organize any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne or any of its Subsidiaries (the “Velodyne Business Personnel”) or with respect to any former Velodyne Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of Velodyne, threatened against Velodyne or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodyne, threatened against or affecting the employees of Velodyne or any of its Subsidiariesemployees.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior With respect to the execution of this Agreement or the consummation Business Employees, each of the TransactionsPurchased Companies is, except where the failure to provide such notice would notand has been, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne and its Subsidiaries are and have for the past five (5) years been in compliance in all material respects with all applicable Laws respecting laboremployment, employment and employment practices, includinglabor, without limitation, all Laws respecting and terms and conditions of employment, health and safetyincluding all applicable Laws relating to wages, wage payment, wages and hours, child laborovertime, employment standards, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliationhuman rights, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, occupational safety and health, workers’ compensation, labor relationslanguage of work, proper plant closings, pay equity, classification of employees as exempt or non-exempt and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes security, housing fund and any similar Taxretirement Taxes. Each of the Purchased Companies has met in all material respects all requirements required by Law or regulation relating to the employment of foreign citizens, except for noncompliance as individually or including all requirements of Form I-9 in the aggregateUnited States, and to the Knowledge of Parent none of the Purchased Companies currently employs, or has ever employed, any Person who was not had and permitted to work in the jurisdiction in which such Person was employed.
(c) There are no Actions pending or, to the Knowledge of Parent, threatened against the Purchased Companies or Parent brought by or on behalf of any current or former Business Employee, relating to any such Laws which would not reasonably be expected to haveresult in material Liability to the Purchased Companies, taken as a Velodyne Material Adverse Effectwhole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted. During the past 36-month period, there has not been and there is not presently pending or, to the Knowledge of Parent, threatened any labor strike, material slowdown or material work stoppage or lockout by Business Employees. There is no representation claim or petition pending before any applicable Governmental Authority, and there are no charges with respect to or relating to the Purchased Companies or Parent brought by or on behalf of any current or former Business Employee pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices.
(d) To None of the Knowledge of VelodynePurchased Companies are, no current or former Velodyne Business Personnel is have been in the last three years, party to any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne Contract with the United States government or any department or agency thereof, as a result of which (and other than as a result of its Subsidiaries affiliation with Parent or its Affiliates) a Purchased Company would be, or would have been, subject to a former employer Executive Order 11246, the Vietnam Era Veterans’ Readjustment Assistance Act of any such employee relating (i) 1974 or Section 503 of the Rehabilitation Act of 1973, or otherwise subject to the right jurisdiction of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne nor any of its Subsidiaries is a party to a settlement agreement with any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above. To the Knowledge of Xxxxxxxx, since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or above relating to his or her employment with Xxxxxxxx or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent in payments to any current or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paid, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect.U.S.
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Samples: Equity Purchase Agreement (Resideo Technologies, Inc.)
Employee and Labor Matters. (a) Neither Velodyne nor any of its Subsidiaries is a party to, bound by or currently negotiating any collective bargaining agreement, agreement with any works council or other labor Contract; no employees of Velodyne or any of its Subsidiaries are represented by a labor union, works council or other labor organization with respect to their employment with Velodyne or any of its Subsidiaries; no labor union, labor organization, works council or group of employees of Velodyne or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Velodyne, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor to the Knowledge of Velodyne, have there been any such demands for recognition or certification, representation or certification proceedings or petitions since January 1, 2019. Neither Velodyne nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for Velodyne or any of its Subsidiaries (the “Velodyne Business Personnel”) or with respect to any former Velodyne Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation or other Proceeding pending or, to the Knowledge of Velodyne, threatened against Velodyne or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any current or former Velodyne Business Personnel which would reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Velodyne, threatened against or affecting the employees of Velodyne or any of its Subsidiaries.
(b) Neither Velodyne nor any of its Subsidiaries is required to provide notice to any labor union, works council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions, except where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to Velodyne and its Subsidiaries or (ii) materially delay or prevent the consummation of the Transactions.
(c) Velodyne and its Subsidiaries are and have for the past five (5) years been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, harassment, retaliation, civil rights, veterans’ rights, disability rights and benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, proper classification of employees as exempt or non-exempt and as employees or independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, a Velodyne Material Adverse Effect.
(d) To the Knowledge of Velodyne, no current or former Velodyne Business Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to Velodyne or any of its Subsidiaries or to a former employer of any such employee relating (i) to the right of any such individual to be employed by or provide services for Velodyne or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(e) Neither Velodyne Company nor any of its Subsidiaries is a party to a settlement agreement or subject to, or is currently negotiating in connection with entering into, any current or former Velodyne Business Personnel that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of Velodyne or any of its Subsidiaries or (ii) an employee of Velodyne or any of its Subsidiaries at the level of Vice President or abovematerial Collective Bargaining Agreement. To the Knowledge Company’s Knowledge, as of Xxxxxxxxthe date hereof, there is no labor union organizing activity being conducted with respect to any material segment of the Company Employees and, since January 1December 31, 2019, there has been no allegations of sexual harassment labor dispute, grievance, arbitration, unfair labor practice or sexual misconduct have been made strike, lockout, picketing, hand billing, slowdown, concerted refusal to work overtime, or work stoppage against (x) any officer of Velodyne or any of its Subsidiaries relating to his or her employment with Velodyne or any of its Subsidiaries or (y) an employee of Velodyne or any of its Subsidiaries at affecting the level of Vice President or above relating to his or her employment with Xxxxxxxx Company or any of its Subsidiaries.
(f) Velodyne and its Subsidiaries are not delinquent , in payments to any current each case, pending or former Velodyne Business Personnel for any services or amounts required to be reimbursed or otherwise paidthreatened in writing, except as currently does not have and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Company Material Adverse Effect.
(b) Neither the Company nor any of its Subsidiaries has, (i) in the last six (6) months, effectuated any plant closing, mass layoff, or other reduction in force subject to the Worker Adjustment and Retraining Notification Act or any similar state, local, or foreign Applicable Law (collectively, the “WARN Act”) without complying with the notice and other provisions of the WARN Act; (ii) engaged in any employee furloughs or other work reduction that may be subject to the WARN Act if such furlough or work reduction remains in place for a time period set by the WARN Act; or (iii) incurred any liability or obligation under the WARN Act that remains unsatisfied, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The Company and its Subsidiaries are, and since January 1, 2018 have been, in compliance with all Applicable Laws respecting labor and employment, including provisions thereof relating to fair employment practices, terms and conditions of employment, collective bargaining, unfair labor practices, reductions in force, equal employment opportunity, employment discrimination, harassment, civil rights, safety and health, disability, employee benefits, workers’ compensation, immigration, background checks, paid or unpaid leave, classification of employees and independent contractors, and wages and hours, and since March 1, 2020, have been in compliance with all Applicable Laws respecting COVID-19, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as provided in Section 4.18(c) of the Company Disclosure Schedule, since January 1, 2018, no Legal Action or other notice of any non-compliance with any Applicable Law relating to labor or employment has been made or, to the Company’s Knowledge, threatened in writing against the Company or any of its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(i) To the Company’s Knowledge, since January 1, 2018, no Key Employee has been or is being investigated in connection with any misconduct or cover-up of misconduct related to discrimination or harassment based on sex, race, or any other prohibited characteristic, nor subject to any disciplinary action in connection with such misconduct, that could reasonably be expected to cause any material damage to the reputation or business of the Company or its Subsidiaries; (ii) no charges or complaints of discrimination or harassment based on sex, race, or any other prohibited characteristic have been made against the Company, its Subsidiaries, or any of the Key Employees, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (iii) neither the Company nor any of its Subsidiaries have entered into any material settlement with any Company Service Provider that has made a charge or complaint of discrimination or harassment based on sex, race, or any other prohibited characteristic.
(e) The Company has made available to Parent a true, complete and accurate list of each Company Employee from January 1, 2020 until the date of this Agreement, including, to the extent permissible by Applicable Law, employee name or unique identifier, job title, hire date, current employment status, exempt/non-exempt status, employment location and base salary and current target short-term incentive compensation opportunity.
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