Employee Relationships. Neither Legacy nor any Legacy Subsidiary is a party to any collective bargaining agreement or to any consent decree or conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any federal, state or local agency that requires equal employment opportunities or affirmative action in employment, and except as otherwise set forth in Confidential Schedule 3.20, there is no charge of discrimination in employment or employment practices for any reason, including age, gender, race, religion or other legally protected category, which has been asserted against Legacy or any Legacy Subsidiary that is now pending before the U.S. Equal Employment Opportunity Commission or any other Governmental Authority that would reasonably be expected to result in liability to Legacy or any Legacy Subsidiary. There are no unfair labor practice complaints pending against Legacy or any Legacy Subsidiary before the National Labor Relations Board and no similar claims pending before any other Governmental Authority. There is no activity or proceeding of any labor organization (or representative thereof) or employee group to organize any employees of Legacy or any Legacy Subsidiary, nor of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any such employees. Legacy and each Legacy Subsidiary is in compliance in all material respects with applicable Law respecting employment and employment practices, terms and conditions of employment and wages and hours, and neither Legacy nor any Legacy Subsidiary is engaged in any unfair labor practice. Each individual who renders services to Legacy or any of its Subsidiaries who is classified by Legacy or such Subsidiary, as applicable, as having the status of an independent contractor, consultant or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Employee Plan) is properly so characterized. Legacy has made available to Prosperity a true and complete list, as of the date hereof, of all employees of Legacy or any Legacy Subsidiary, and for each such employee the following information: (i) title; (ii) current base compensation rate; and (iii) bonus or other incentive-based compensation paid in the immediately preceding calendar year.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Prosperity Bancshares Inc), Agreement and Plan of Reorganization (LegacyTexas Financial Group, Inc.)
Employee Relationships. Neither Legacy GBNK nor any Legacy GBNK Subsidiary is a party to any collective bargaining agreement or to any consent decree or conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any federal, state or local agency that requires equal employment opportunities or affirmative action in employment, and except as otherwise set forth in Confidential Schedule 3.20, there is no charge of discrimination in employment or employment practices for any reason, including age, gender, race, religion or other legally protected category, which has been asserted against Legacy GBNK or any Legacy Subsidiary of its Subsidiaries that is now pending before the U.S. Equal Employment Opportunity Commission or any other Governmental Authority that would reasonably be expected to result in liability to Legacy GBNK or any Legacy Subsidiaryof its Subsidiaries. There are no unfair labor practice complaints pending against Legacy GBNK or any Legacy GBNK Subsidiary before the National Labor Relations Board and no similar claims pending before any other Governmental Authoritysimilar state or local or foreign agency. There is no activity or proceeding of any labor organization (or representative thereof) or employee group to organize any employees of Legacy GBNK or any Legacy GBNK Subsidiary, nor of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any such employees. Legacy GBNK and each Legacy GBNK Subsidiary is in compliance in all material respects with applicable Law respecting employment and employment practices, terms and conditions of employment and wages and hours, and neither Legacy GBNK nor any Legacy GBNK Subsidiary is engaged in any unfair labor practice. Each individual who renders services to Legacy GBNK or any of its Subsidiaries who is classified by Legacy GBNK or such Subsidiary, as applicable, as having the status of an independent contractor, consultant or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Employee Plan) is properly so characterized. Legacy has made available to Prosperity a true and complete list, as of the date hereof, of all employees of Legacy or any Legacy Subsidiary, and for each such employee the following information: (i) title; (ii) current base compensation rate; and (iii) bonus or other incentive-based compensation paid in the immediately preceding calendar year.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Guaranty Bancorp), Agreement and Plan of Reorganization (Independent Bank Group, Inc.)
Employee Relationships. Neither Legacy CBI and each CBI Subsidiary has complied in all material respects with all applicable laws relating to its relationships with their respective employees, and CBI and each CBI Subsidiary reasonably believes that the relationship between CBI or any CBI Subsidiary and its respective employees is good. To the Best Knowledge of CBI, no key executive officer or manager of any of the operations of CBI or any CBI Subsidiary or any group of employees of CBI or any CBI Subsidiary has or have any present plans to terminate their employment. Confidential Schedule 3.20 contains a list of all employees of CBI and each CBI Subsidiary and their annual compensation and a list of all employment agreements, employment letters, change in control agreements, salary continuation and/or deferred compensation agreements or plans, severance plans and all other similar contracts, arrangements, plans, or understandings with any employee of CBI or any CBI Subsidiary (the “Employment Contracts”) and the amounts owed by CBI and/or any CBI Subsidiary under the Employment Contracts in connection with the consummation of the transactions contemplated by this Agreement. Except as disclosed on Confidential Schedule 3.20 neither CBI nor any Legacy CBI Subsidiary is a party to any oral or written contracts or agreements granting benefits or rights to employees or any collective bargaining agreement or to any consent decree or conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any federal, state or local agency that requires equal employment opportunities or affirmative action in employment, and except as otherwise set forth in Confidential Schedule 3.20, there is no charge of discrimination in employment or employment practices for any reason, including age, gender, race, religion or other legally protected category, which has been asserted against Legacy or any Legacy Subsidiary that is now pending before the U.S. Equal Employment Opportunity Commission or any other Governmental Authority that would reasonably be expected to result in liability to Legacy or any Legacy Subsidiary. There are no unfair labor practice complaints pending against Legacy CBI or any Legacy CBI Subsidiary before the National Labor Relations Board and no similar claims pending before any other Governmental Authoritysimilar state or local or foreign agency. There is no activity or proceeding of any labor organization (or representative thereof) or employee group to organize any employees of Legacy CBI or any Legacy CBI Subsidiary, nor of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any such employees. Legacy CBI and each Legacy CBI Subsidiary is in compliance in all material respects with all applicable Law laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and neither Legacy CBI nor any Legacy CBI Subsidiary is engaged in any unfair labor practice. Each individual who renders services to Legacy or any of its Subsidiaries who is classified by Legacy or such Subsidiary, as applicable, as having the status of an independent contractor, consultant or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Employee Plan) is properly so characterized. Legacy has made available to Prosperity a true and complete list, as of the date hereof, of all employees of Legacy or any Legacy Subsidiary, and for each such employee the following information: (i) title; (ii) current base compensation rate; and (iii) bonus or other incentive-based compensation paid in the immediately preceding calendar year.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Independent Bank Group, Inc.)
Employee Relationships. SBB and the SBB Subsidiaries (including their respective officers and directors while acting in such capacities) has complied in all material respects with all applicable laws relating to its relationships with its employees, and SBB believes that the relationships between SBB, including the SBB Subsidiaries (including their respective officers and directors while acting in such capacities) and its employees are good. To the knowledge of SBB, no key executive officer or manager of any of the operations operated by SBB and the SBB Subsidiaries or any group of employees of SBB and the SBB Subsidiaries have any present plans to terminate their employment with SBB or any SBB Subsidiary. Neither Legacy SBB nor any Legacy Subsidiary of the SBB Subsidiaries is a party to any oral or written contracts or agreements granting benefits or rights to employees or any collective bargaining agreement or to any consent decree or conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any federal, state or local agency that requires equal employment opportunities or affirmative action in employment, and except as otherwise set forth in Confidential Schedule 3.20, there is no charge of discrimination in employment or employment practices for any reason, including age, gender, race, religion or other legally protected category, which has been asserted against Legacy or any Legacy Subsidiary that is now pending before the U.S. Equal Employment Opportunity Commission or any other Governmental Authority that would reasonably be expected to result in liability to Legacy or any Legacy Subsidiary. There are no unfair labor practice complaints pending against Legacy or SBB, including any Legacy Subsidiary of the SBB Subsidiaries, before the National Labor Relations Board and no similar claims pending before any other Governmental Authoritysimilar state, local or foreign agency. There is no activity or proceeding of any labor organization (or representative thereof) or employee group to organize any employees of Legacy or SBB, including any Legacy SBB Subsidiary, nor of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any such employees. Legacy SBB and each Legacy Subsidiary is the SBB Subsidiaries are in compliance in all material respects with all applicable Law laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and neither Legacy SBB nor any Legacy Subsidiary is of the SBB Subsidiaries are engaged in any unfair labor practice. Each individual who renders services to Legacy or any of its Subsidiaries who is classified by Legacy or such Subsidiary, as applicable, as having the status of an independent contractor, consultant or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Employee Plan) is properly so characterized. Legacy has made available to Prosperity a true and complete list, as of the date hereof, of all employees of Legacy or any Legacy Subsidiary, and for each such employee the following information: (i) title; (ii) current base compensation rate; and (iii) bonus or other incentive-based compensation paid in the immediately preceding calendar year.
Appears in 1 contract
Employee Relationships. (a) KBC and each of its Subsidiaries have complied in all material respects with all applicable Laws relating to its relationships with their employees, and KBC believes that the relationships between KBC’s and each of its Subsidiaries’ employees are good. To the Knowledge of KBC, no executive officer or manager of any of the operations of KBC or any of its Subsidiaries or of any group of employees of KBC or any of its Subsidiaries have any present plans to terminate their employment with KBC or any of its Subsidiaries. Neither Legacy KBC nor any Legacy Subsidiary of its Subsidiaries is not a party to any oral or written contracts or agreements granting benefits or rights to employees or any collective bargaining agreement or to any consent decree or conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any federal, state or local agency that requires equal employment opportunities or affirmative action in employment, and except as otherwise set forth in Confidential Schedule 3.20, there is no charge of discrimination in employment or employment practices for any reason, including age, gender, race, religion or other legally protected category, which has been asserted against Legacy or any Legacy Subsidiary that is now pending before the U.S. Equal Employment Opportunity Commission or any other Governmental Authority that would reasonably be expected to result in liability to Legacy or any Legacy Subsidiary. There are no unfair labor practice complaints pending against Legacy KBC or any Legacy Subsidiary of its Subsidiaries before the National Labor Relations Board and no similar claims pending before any other Governmental Authoritysimilar state or local or foreign agency. There is no activity or proceeding of any labor organization (or representative thereof) or employee group to organize any employees of Legacy KBC or any Legacy Subsidiaryof its Subsidiaries, nor of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any such employees. Legacy KBC and each Legacy Subsidiary of its Subsidiaries is in compliance in all material respects with all applicable Law Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and neither Legacy KBC nor any Legacy Subsidiary of its Subsidiaries is engaged in any unfair labor practice. Each individual who renders services to Legacy .
(b) Set forth on Confidential Schedules 3.27(b) is a complete and correct list of all employment agreements between KBC or any of its Subsidiaries who is classified by Legacy and any employee of KBC or such Subsidiaryany of its Subsidiaries (collectively, as applicable, as having the status of an independent contractor, consultant or other non-employee status for any purpose (including for purposes of taxation “Employment Agreements”). True and tax reporting and under Employee Plan) is properly so characterized. Legacy has made available to Prosperity a true and complete list, as of the date hereof, correct copies of all employees of Legacy or any Legacy SubsidiaryEmployment Agreements and all amendments thereto, and for each such employee the following information: (i) title; (ii) current base compensation rate; and (iii) bonus or other incentive-based compensation paid in the immediately preceding calendar yearhave been furnished to EQBK.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc)