Common use of Employment and Labor Matters Clause in Contracts

Employment and Labor Matters. (a) As of the date of this Agreement: (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Inuvo, Inc.), Agreement and Plan of Merger (Vertro, Inc.)

AutoNDA by SimpleDocs

Employment and Labor Matters. (a) As Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (DPL Inc), Agreement and Plan of Merger (Aes Corp), Agreement and Plan of Merger (DPL Inc)

Employment and Labor Matters. (a) As of the date of this Agreement: (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility facility, or (C) other form of Union disruption at the Company or any of its Subsidiaries Subsidiaries, and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute dispute, or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger

Employment and Labor Matters. (a) As of the date of this Agreement: (i) neither the Company Parent nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) Union applicable to employees of the Company Parent or any of its Subsidiaries (“Company Parent Employees”), (ii) none of the Company Parent Employees is represented by any Union with respect to his or her employment with the Company Parent or any of its Subsidiaries, (iii) to the CompanyParent’s knowledge, within the past three years, no Union has attempted to organize employees at the Company Parent or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Parent Employees, (iv) within the past three years, there have been no actual or, to the CompanyParent’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Parent Employees, causing significant disruption to the operations of a Company Parent facility or (C) other form of Union disruption at the Company Parent or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the CompanyParent, threatened with respect to Company Parent Employees.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Inuvo, Inc.), Agreement and Plan of Merger (Vertro, Inc.)

Employment and Labor Matters. (a) As of the date of this Agreement: Agreement (i) neither the Company Parent nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) Union applicable to employees of the Company Parent or any of its Subsidiaries (“Company Parent Employees”), (ii) none of the Company Parent Employees is represented by any Union with respect to his or her employment with the Company Parent or any of its Subsidiaries, (iii) to the CompanyParent’s knowledge, within the past three years, no Union has attempted to organize employees at the Company Parent or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Parent Employees, (iv) within the past three years, there have been no actual or, to the CompanyParent’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, Parent Employees causing significant disruption to the operations of a Company facility Parent facility, or (C) other form of Union disruption at the Company Parent or any of its Subsidiaries Subsidiaries, and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, there is no unfair labor practice, labor dispute dispute, or labor arbitration proceeding pending or, to the knowledge of the CompanyParent, threatened with respect to Company Parent Employees.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger

Employment and Labor Matters. (a) As of the date of this Agreement: (i) neither Sellers nor the Company nor any of its Subsidiaries is Business is/are a party party(ies) to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Business Employees”), (ii) to the Knowledge of Sellers, none of the Company Business Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiariesemployment, (iii) to the Company’s knowledgeSellers’ Knowledge, within the past three (3) years, no Union has attempted to organize employees at the Company or any of its Subsidiaries Business Employees or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Business Employees, (iv) within the past three (3) years, there have been no actual or, to the Company’s knowledgeSellers’ Knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Business Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at with respect to the Company or any of its Subsidiaries Business and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Business Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge Knowledge of the Companyany Seller, threatened with respect to Company Business Employees.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Fusion Telecommunications International Inc)

AutoNDA by SimpleDocs

Employment and Labor Matters. (a) As of the date of this Agreement: (i) (A) Except in accordance with applicable Law, neither the Company Parent nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement, or similar agreement or work rules or other agreement practices with any labor union, works council, labor organization, organization or employee association, or works council (each, a “Union”) association applicable to employees of Parent or any of its Subsidiaries, (B) there are no pending or, to the Company knowledge of Parent, threatened strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Company Parent Employees”), (iiC) none of the Company Employees there is represented by any Union with respect to his no union organizing effort pending or her employment with the Company threatened against Parent or any of its Subsidiaries, (iiiD) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Company’s knowledgeknowledge of Parent, within threatened with respect to Parent Employees, and (E) there is no slowdown or work stoppage in effect or, to the past three yearsknowledge of Parent, no Union threatened with respect to the Parent Employees, nor has attempted to organize employees at the Company Parent or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of experienced any Company Employeesevents described in clauses (B), (ivC), (D) or (E) within the past three years; except, there have been no actual or, with respect to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, clauses (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (vD) except hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cousins Properties Inc)

Employment and Labor Matters. (a) As of the date of this Agreement: (i) neither ISG nor the Company nor any of its Subsidiaries Business is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a "Union") applicable to employees of ISG or the Company or any of its Subsidiaries Business ("Company Employees”)"}, (ii) none of the Company Employees is Is represented by any Union with respect to his or her employment with the Company or any of its Subsidiariesother Business, (iii) to the Company’s Sellers' knowledge, within the past three years, no Union has attempted to organize employees at ISG or the Company or any of its Subsidiaries Business or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s Sellers' knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, . boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) } other form of Union disruption at lSG or the Company or any of its Subsidiaries Business and (v) except as would not reasonably be expected to have, . individually or in the aggregate, a Company Business Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Companyof.the Sellers, threatened with respect to Company Employees.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Fusion Telecommunications International Inc)

Employment and Labor Matters. (a) As of the date of this Agreement: (i) neither NBS nor the Company nor any of its Subsidiaries Business is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a "Union") applicable to employees of NBS or the Company or any of its Subsidiaries Business ("Company Employees"), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiariesother Business, (iii) to the Company’s Sellers' knowledge, within the past three years, no Union has attempted to organize employees at NBS or the Company Business or any of its Subsidiaries or filed flied a petition with the National Labor labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s Sellers' knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins Ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at NBS or the Company or any of its Subsidiaries Business and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Business Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the CompanySellers, threatened with respect to Company Employees.

Appears in 1 contract

Samples: Membership Interest Purchase and Sale Agreement (Fusion Telecommunications International Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!