Employees, Labor Matters, etc. (a) Except as set forth in Section 2.15 of the Seller Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or is otherwise bound by any collective bargaining agreement, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by the Company or any of its Subsidiaries.
(b) Except as would not reasonably be expected to have a Company Material Adverse Effect, there is no pending or, to the Knowledge of Seller, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Company or any of its Subsidiaries, and there are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries.
(c) Except as set forth in Section 2.15 of the Seller Disclosure Letter or as would not reasonably be expected to have a Company Material Adverse Effect, there are no complaints, charges or claims against the Company or any of its Subsidiaries pending before or filed with, or, to the Knowledge of Seller, threatened to be brought or filed with, any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, employee classification, wages and hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security tax except for non-compliance that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of its Subsidiaries within the six (6) months prior to Closing.
Employees, Labor Matters, etc. Seller is not a party to or bound by any collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed in the operation of the Business. Since August 31, 1994, there has not occurred or, to the knowledge of Seller, been threatened any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees employed in the operation of the Business. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the knowledge of Seller, threatened with respect to any employee employed in the operation of the Business.
Employees, Labor Matters, etc. Except as set forth on Schedule 3.01(o), neither the Company nor any of its Subsidiaries is a party to or bound by 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 its Subsidiaries. Since April 26, 1997, there has not occurred or been threatened any strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.01(o), there are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no petition pending or threatened with respect to any employee of any the Company or its Subsidiaries. The Company and its Subsidiaries has 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 so to comply that, individually and in the aggregate, could not result in any material liability to the Retained Companies in the aggregate. B-12
Employees, Labor Matters, etc. (a) Prior to the date hereof, Seller has provided to Buyers a true, accurate and complete list, current as of ten (10) or fewer days prior to the date hereof, of the name of each Business Employee, including such employee’s employing entity, identification number, position, union affiliation, date of hire, start date of services, work location, wage rate, current base compensation, cash and equity bonus opportunity for the current year, actual cash and equity grants in the prior year (including with Seller, a Selling Entity, a Transferred Entity or any of their respective Affiliates) and title or position (the “Employee List”). At least three (3) Business Days prior to the Closing Date, Seller shall provide Buyers with a revised version of the Employee List that reflects information that is current as of ten (10) or fewer Business Days prior to the Closing Date. Notwithstanding the foregoing, Seller may anonymize or aggregate the foregoing data to the extent that Seller reasonably determines is necessary to comply with any applicable Laws relating to data privacy.
(b) Prior to the date hereof, Seller has provided to Buyers a true, accurate and complete list, current as of ten (10) or fewer days prior to the date hereof, of each Business Employee who is on or has accepted an international assignment or transfer, identifying the name of each such Business Employee, the country of each such Business Employee’s international assignment or transfer and the benefits under any international assignment and transfer policies of Seller being provided to each such Business Employee (the “International Transferee List”).
(c) Neither Seller nor its Affiliates, including the Selling Entities and Transferred Entities, as each relates to the Business Employees, is a party to, currently negotiating in connection with entering into, or is otherwise bound by any collective bargaining agreement, collective agreement, works council or other similar agreements with a union, trade union, council of trade unions, employee bargaining agency, affiliated bargaining agent or other labor organization, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by any of the Transferred Entities, including by way of certification, interim certification, voluntary recognition or succession rights, except as set forth in Section 2.15(c)
Employees, Labor Matters, etc. (a) None of the Group Companies is a party to or otherwise bound by any collective bargaining agreement, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by any Group Company. Except as would not reasonably be expected, individually or in the aggregate, to result in a material Liability of the Group Companies taken as a whole, there currently is not, nor has there been within the two (2) year period prior to the date hereof, any pending or, to the Knowledge of the Company, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Group Companies as of the date hereof.
(b) Each Group Company is, and since January 1, 2013 has been, in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, labor relations, terms and conditions of employment, immigration, employee classification and wages, hours, meal and break periods, hiring, promotion, termination, workers’ compensation, occupational safety and health requirements, plant closings, withholding of taxes, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity, equal pay, employee privacy, employee leave requirements, unemployment insurance and related matters (“Labor Laws”). Except as would not reasonably be expected, individually or in the aggregate, to result in a material Liability to the Group Companies taken as a whole, each Group Company has paid its respective current and former employees, officers, directors, managers, independent contractors and consultants or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, officers, directors, managers or consultants on or prior to the date hereof. Each Group Company has properly classified each of its employees, officers, directors, managers, independent contractors and consultants as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes (including with respect to eligibility for minimum wage and overtime under the Fair Labor Standards Act of 1938, as amended) and has properly reported all compensation paid to such employees, officers, directors, managers, independent contractors and consultants for all p...
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.
Employees, Labor Matters, etc. (a) Except as set forth on Schedule 2.14(a), during the period commencing June 30, 1995, the Company and its Subsidiaries have not experienced any collective labor dispute, strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or collective resignation, and there is no complaint pending or threatened against the Company or its Subsidiaries by any of their respective past or present employees, trade unions or other representative labor bodies, which could have or result in a Material Adverse Effect.
(b) Schedule 2.14(b) sets forth a true and complete list of all collective bargaining agreements and other company labor agreements applicable to the Company and each of its Subsidiaries, respectively (all of such agreements being hereinafter collectively referred to as the "Collective Labor Agreements"). True and complete copies of all such Collective Labor Agreements have been delivered to the Buyer. The Company and its Subsidiaries have complied, in all respects, with all applicable laws and regulations pertaining to the employment or termination of employment of their respective past or present employees, including, without limitation, all such laws and regulations relating to labor relations, prohibition of discrimination and safety and health of employees, as well as with the Collective Labor Agreements, except for any failure so to comply that, both individually and in the aggregate, could not have or result in a Material Adverse Effect. The Company and its Subsidiaries have, pursuant to applicable laws and regulations, and the Collective Labor Agreements, paid in full all wages, salaries, bonuses, vacation pay and other direct and indirect compensation earned by, or otherwise due and payable to, all current and former employees and managers of the Company and its Subsidiaries.
(c) The Company and the Subsidiaries have complied with all requirements pursuant to applicable laws and regulations, and the Collective Labor Agreements, with
Employees, Labor Matters, etc. (a) The existing Equity Incentive Pool fully reflects the Company’s and its Subsidiaries’ employee equity compensation policy as of the date of this Agreement.
(b) Any increase in the number of Ordinary Shares beyond the number of Ordinary Shares already authorized by the Board under the Equity Incentive Pool as of the date hereof will require approval of the Board.
(c) There is no current intention or proposal to increase the number of Ordinary Shares allocated under the Equity Incentive Pool or under any other similar equity plan of the Company or any of its Subsidiaries.
(d) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no pending or, to the Company’s Knowledge, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Company or any of its Subsidiaries. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and each of its Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, employee classification and wages and hours.
Employees, Labor Matters, etc. (a) There are no outstanding, pending, or to the Investees’ Knowledge, threatened, material labor disputes currently subject to any grievance procedure, arbitration or litigation with respect to any employee of the Group Companies.
(b) There are no written employment or consultancy agreements with respect to any employee of any of the Group Companies that cannot be terminated by such Group Company by giving notice of three (3) months or less to the other parties to such agreements without giving rise to any claim for damages or compensation beyond such notice period, except as required otherwise under applicable PRC labor and employment-related Laws.
Employees, Labor Matters, etc. Except as set forth in Schedule 3.1.20, Transferor is not a party to or bound by any collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent or, to Transferor's Knowledge, attempting to represent any employees employed in the operation of the Business. Since December 31, 1997, there has not occurred or, to Transferor's Knowledge, been threatened any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees employed in the operation of the Business. Except for items set forth on Schedule 3.1.20, with respect to which Transferor has Adequate Reserves, there are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the Knowledge of Transferor, threatened with respect to any employees employed in the operation of the Business. Transferor has complied with all provisions of Applicable Law pertaining to the employment of employees, including all such Laws relating to labor relations, equal employment, fair employment practices, entitlements, prohibited discrimination or other similar employment practices or acts, except for any failure so to comply that, individually or together with all such other failures has not had or resulted in, and will not have or result in, a Material Adverse Effect. Except for items set forth on Schedule 3.1.20, with respect to which Transferor has Adequate Reserves, Transferor is not party to any agreement with any employee employed in the Business that contains change of control and/or severance provisions that would become operative by virtue of the consummation of the transaction that is the subject of this Agreement.
