Employees/Labor Employment Matters Sample Clauses

Employees/Labor Employment Matters. Except as set forth in Schedule 3.2 hereto, (i) there is no labor strike, dispute, slowdown, stoppage or lockout pending or, to the knowledge of the Corporations and each of their respective officers, threatened against or affecting either Corporation and during the past five years there has not been any such action; (ii) no union Claims to represent the employees of either Corporation; (iii) none of the employees of either Corporation represented by any labor organization and neither Corporations nor any of their respective officers have any knowledge of any current union organizing activities among its employees, nor, to the knowledge of the Corporations and each of their respective officers, does any question concerning representation exist concerning such employees; (iv) the Corporations have been in material compliance with all obligations under the National Labor Relations Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, OSHA, and all other federal, state and local labor or labor related Regulations applicable to Persons employed in connection with the Corporations, including, without limitation, those Regulations relating to wages, hours, health and safety, payment of social security withholding and other taxes, maintenance of workers' compensation insurance, labor and employment relations and employment discrimination, and have not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Regulation; (v) there is no unfair labor practice charge or complaint against either Corporation pending or, to the knowledge of the Corporations and each of their respective officers, threatened before the National Labor Relations Board or any similar state or foreign Authority; (vi) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (vii) there is no charge with respect to or relating to either Corporation pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (viii) neither Corporation has received notice of the intent of any Authority responsible for the enforcement of labor or employment Regulations, including, but not limited to, health and safety Regulations, to conduct an investigation with respect to or relating to either Corporation and, to the knowledge of the Corporations and such of their re...
Sample 1
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Employees/Labor Employment Matters. In January 2002, Xxxxx settled a lawsuit with a former employee for approximately $2,300, including attorney's fees and expenses. In the lawsuit, it was alleged that Xxxxx was calculating overtime pay for their salespeople incorrectly. The overtime calculations were based on hourly salary, but it was determined that any commissions earned for that time should have been figured in to calculate a new hourly rate for overtime purposes. While there are currently no other similar lawsuits pending, the statute of limitations for such claims runs for two years. SCHEDULE 3.4 Title to Stock None. SCHEDULE 3.6 Capitalization of Xxxxx Prairie Capital Mezzanine Fund, L.P. currently holds a warrant to purchase 41,667 shares of Xxxxx Common Stock at an exercise price per share of $0.001. Pursuant to Section 2.1(c) of the Agreement, this warrant will be converted into the right to receive shares of Thane Common Stock upon the consummation of the Merger. Xxxxxx Xxxxxxxxxx currently holds options to purchase 10,000 shares of Xxxxx Common Stock at an exercise price per share of $15.00. Pursuant to Section 2.2 of the Agreement, these options will be assumed by Thane upon the consummation of the Merger. SCHEDULE 4.3 Capitalization of Thane OPTIONS TO PURCHASE THANE'S COMMON STOCK, PAR VALUE $.001 PER SHARE ("THANE COMMON STOCK") ---------------------------------------------------------------------------------------------------------------------- OPTION NUMBER OF EXERCISE NUMBER OPTIONEE DATE OF ISSUANCE OPTIONS PRICE ---------------------------------------------------------------------------------------------------------------------- 1 Xxxx Xxxxxx June 10, 1999 320,000 $0.26875 ---------------------------------------------------------------------------------------------------------------------- 2 Xxxxxx Xxxxx June 10, 1999 240,000 $0.26875 ---------------------------------------------------------------------------------------------------------------------- 3 Xxxxxx Xxxxxx October 1, 1999 160,000 $0.26875 ---------------------------------------------------------------------------------------------------------------------- 4 Xxxx Xxxxxx June 1, 2000 320,000 $ 0.9375 ---------------------------------------------------------------------------------------------------------------------- 5 Xxxxx Xxxxxxx July 1, 2000 160,000 $ 1.875 ---------------------------------------------------------------------------------------------------------------------- 6 Xxxxxx Xxxxxxx August 1, 2000 80...
Sample 1

Related to Employees/Labor Employment Matters

  • Employees; Labor Matters The Companies and their Subsidiaries employ ------------------------ a total of approximately 96 full-time employees and 2 part-time employees and generally enjoy good employer-employee relationships. The Companies and their Subsidiaries do not employ a total of 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for a Company or any of its Subsidiaries less than six (6) of the last twelve (12) months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing Date. Neither Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Company, any Subsidiary nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth in Schedule 2.31. Neither Company nor any Subsidiary has any policy, ------------- practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Each Company and each of its Subsidiaries is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work or any other concerted interference with normal operations which are existing, pending or threatened against or involving either Company or any of its Subsidiaries. No question concerning representation exists respecting any employees of either Company or any of its Subsidiaries. There are no grievances, complaints or charges that have been filed against either Company or any of its Subsidiaries under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have a Material Adverse Effect on the Companies and their Subsidiaries taken as a whole, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by either Company or any of its Subsidiaries. Neither Company nor any of its Subsidiaries has received any information indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Each Company and each of its Subsidiaries is, and at all times since its organization has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.

  • Former Employment You represent and warrant that your employment by the Company will not conflict with and will not be constrained by any prior employment or consulting agreement or relationship. You represent and warrant that you do not possess confidential information arising out of prior employment which, in your best judgment, would be utilized in connection with your employment by the Company, except in accordance with agreements between your former employer and the Company.

  • Employees; Labor Relations (a) The Company is not a party to any collective bargaining agreement and there is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company or any of the employees performing work for the Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company.

  • Employment Matters There is (A) no unfair labor practice complaint pending against the Company, or any of its subsidiaries, nor to the Company’s knowledge, threatened against it or any of its subsidiaries, before the National Labor Relations Board, any state or local labor relation board or any foreign labor relations board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of its subsidiaries, or, to the Company’s knowledge, threatened against it and (B) no labor disturbance by the employees of the Company or any of its subsidiaries exists or, to the Company’s knowledge, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries, principal suppliers, manufacturers, customers or contractors, that could reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect. The Company is not aware that any key employee or significant group of employees of the Company or any subsidiary plans to terminate employment with the Company or any such subsidiary.

  • Prior Employment Executive represents and warrants that Executive’s acceptance of employment with the Company has not breached, and the performance of Executive’s duties hereunder will not breach, any duty owed by Executive to any prior employer or other person. Executive further represents and warrants to the Company that (a) the performance of Executive’s obligations hereunder will not violate any agreement between Executive and any other person, firm, organization, or other entity; (b) Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous employer or other party that would be violated by Executive entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement; and (c) Executive’s performance of Executive’s duties under this Agreement will not require Executive to, and Executive shall not, rely on in the performance of Executive’s duties or disclose to the Company or any other person or entity or induce the Company in any way to use or rely on any trade secret or other confidential or proprietary information or material belonging to any previous employer of Executive.

  • Employees, Labor Matters, etc Except as set forth in the Financial Statements, neither the Company nor any of the Subsidiaries is a party to or bound by, and none of their employees is subject to, any collective bargaining agreement, and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed by the Company or any of the Subsidiaries. There has not occurred or been threatened any material strike, slow down, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees of the Company or any of the Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or threatened with respect to any employee of the Company or any of the Subsidiaries. The Company and the Subsidiaries have complied with all applicable Laws pertaining to the employment or termination of employment of their respective employees, including, without limitation, all such Laws relating to labor relations, equal employment opportunities, fair employment practices, prohibited discrimination or distinction and other similar employment activities; except for any failure to comply that, individually and in the aggregate, is not reasonably likely to result in any Company Material Adverse Effect.

  • Employment and Labor Matters Except as set forth on Schedule 3.2(r), the Company and its Subsidiaries, and, the to the Company’s Knowledge, their respective officers, executives, managers and employees have complied and are in compliance in all material respects with all applicable Laws respecting employment or labor, termination of employment and notice upon termination, fair employment practices and equal opportunity, nondiscrimination, harassment, retaliation, human rights, compensation, withholding, pay equity, immigration, collective bargaining, terms and conditions of employment, workers’ compensation, worker classifications, occupational safety, plant closings and wages and hours. The Company and its Subsidiaries have paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees and there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Company’s Knowledge, threatened before any Governmental Authority. In the past three (3) years neither the Company nor its Subsidiaries has experienced any material work stoppage, slowdown, labor dispute, allegation, charge, grievance or complaint of unfair labor practice; nor, to the Company’s Knowledge, has any such action been threatened against the Company or its Subsidiaries. There are no material disputes pending or, to the Company’s Knowledge, threatened, between the Company or its Subsidiaries and any of their employees or former employees or employee organizations. Neither the Company nor its Subsidiaries are a party to any collective bargaining agreement or other labor union or works council contract applicable to persons employed by the Company or its Subsidiaries, nor, to the Company’s Knowledge, are there or have there been in the past three (3) years any activities or proceedings of any labor union to organize any such employees. To the Company’s Knowledge, no Key Employee has any plans to terminate employment with the Company or its Subsidiaries within twelve (12) months of the date hereof or in connection with the Closing.

  • Re-Employment If a Participant who incurs a Separation from Service is subsequently re-employed, he or she may, at the sole and absolute discretion of the Plan Administrator, become a Participant in accordance with the provisions of the Plan.

  • Other Employment Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under this section 3, and the obtaining of any such other employment shall in no event result in any reduction of Company’s obligations to make the payments and arrangements required to be made under this section 3, except to the extent otherwise specifically provided in this Agreement.

  • OUTSIDE EMPLOYMENT Employee shall devote his full time and attention to the performance of the duties incident to his position with the Company, and shall not have any other employment with any other enterprise or substantial responsibility for any enterprise which would be inconsistent with Employee’s duty to devote his full time and attention to Company matters without the prior consent of the Board of Directors.

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