Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary. (c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect. (d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 4 contracts
Samples: Merger Agreement (Signature Office Reit Inc), Merger Agreement (Griffin Capital Essential Asset REIT, Inc.), Merger Agreement (Signature Office Reit Inc)
Labor and Other Employment Matters. (a) (i) Neither the Parent Company nor any of the Parent Company Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent Company or any Parent Subsidiary, Company Subsidiary nor are there any negotiations or discussions currently pending between the Parent Company or the Parent Company Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee employees of the Company or any Company Subsidiary (“Company Employees”) during the last five (5) years, (iii) to the knowledge of the ParentCompany, there is no effort pending or threatened against the Parent Company or any Parent Company Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the ParentCompany, threatened with respect to Parent Company Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the ParentCompany, threatened with respect to Parent Company Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.
(b) The Parent Company and the Parent Company Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except . Except as set forth in Section 5.12(b4.11(b) of the Parent Company Disclosure Letter, neither Parent the Company nor any Parent Company Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent the Company or any Parent Company Subsidiary.
(c) Except as set forth in Section 5.12(c4.11(c) of the Parent Company Disclosure Letter, there are no proceedings pending or, to the knowledge of the ParentCompany, threatened against the Parent Company or any of the Parent Company Subsidiaries in any forum by or on behalf of any present or former Parent Company Employee or any present or former employee of any Person providing services to any Parent Company Entity for which Parent the Company could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Company Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent Company of any of the Parent Company Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each individual who renders service to the Parent Company or any Parent Company Subsidiary who is classified by the Parent Company or such Parent Company Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Company Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Company Employee Benefit Plans and perquisites.
Appears in 4 contracts
Samples: Merger Agreement (Griffin Capital Essential Asset REIT, Inc.), Merger Agreement (Griffin Capital Essential Asset REIT, Inc.), Merger Agreement (Signature Office Reit Inc)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any Section 3.11.1 Each of the Parent Subsidiaries Company and each Company Subsidiary is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, and wages and hours, including the obligations . None of the WARN ActCompany or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (iii) unfair other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor practicesunion contract applicable to persons employed by the Company or any Company Subsidiary, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of no collective bargaining agreement or other labor union contract is being negotiated by the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (Company or any similar group personnel action requiring advance notice under Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent Company or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings Company Subsidiary pending or, to the knowledge of the ParentCompany’s knowledge, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could that would reasonably be expected to be liable thathave a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, would reasonably be expected to have a Parent Company Material Adverse Effect, any applicant for employment or classes . None of the foregoing alleging unpaid Company or overdue wages any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation duefor any services performed for it. To the Company’s knowledge, breach there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any express or implied term of any employment contract, violation non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any Law such employee to be employed by the Company or regulation governing such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.
Section 3.11.2 The Company has identified in Section 3.11.2 of the Company Disclosure Schedule and has made available to Parent true and complete copies of: (A) all severance and employment agreements with directors, officers or employees of or consultants to the Company or any Company Subsidiary; (B) all severance programs and policies of each of the Company and each Company Subsidiary with or relating to its employees; and (C) all plans, programs, agreements and other arrangements of the Company and each Company Subsidiary with or relating to its directors, officers, employees or consultants which contain change in control provisions. Except as set forth in Section 3.11.2 of the Company Disclosure Schedule, none of the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or any Company Subsidiary or affiliate from the Company or any Company Subsidiary or affiliate under any Company Benefit Plan or otherwise, (B) significantly increase any benefits otherwise payable under any Company Benefit Plan or (C) result in any acceleration of the time of payment or vesting of any material benefits. No individual who is a party to an employment agreement listed in Section 3.11.2 of the Company Disclosure Schedule or any agreement incorporating change in control provisions with the Company has terminated employment or the been terminated, nor has any event occurred that could give rise to a termination thereofevent, in either case under circumstances that has given, or any other discriminatorycould give, wrongful or tortious conduct rise to a severance obligation on the part of the Parent Company under such agreement. Section 3.11.2 of the Company Disclosure Schedule sets forth the Company’s best estimates of the amounts payable to the executives listed therein, as a result of the transactions contemplated by this Agreement, any Ancillary Agreement and/or any subsequent employment termination (including any cash-out or acceleration of options and restricted stock and any “gross-up” payments with respect to any of the foregoing), based on compensation data applicable as of the date of such Company Disclosure Schedule and the assumptions stated on that Company Disclosure Schedule. No amount that could be received (whether in cash or property or the vesting of property), in connection with the consummation of the transactions contemplated by this Agreement, by any employee, officer or director of the Company or any of its Subsidiaries who is a “disqualified individual” (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any Company Benefit Plan or otherwise may be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).
Section 3.11.3 There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against any Company Benefit Plan, any fiduciaries thereof with respect to their duties to such Company Benefit Plans or the assets of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would trusts under any Company Benefit Plan which could reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service result in any material liability of the Company or any Company Subsidiary to the Parent Pension Benefit Guarantee Corporation, the Department of Treasury, the Department of Labor or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesMultiemployer Plan.
Appears in 3 contracts
Samples: Merger Agreement (Xyratex LTD), Merger Agreement (Nstor Technologies Inc), Merger Agreement (Xyratex LTD)
Labor and Other Employment Matters. (a) Except as otherwise provided in Section 4.13 of the CPT Disclosure Schedule, as of the date hereof, (i) Neither no work stoppage, slowdown, lockout, labor strike, grievances, arbitration or other material labor dispute against CPT or any of its Subsidiaries by employees is pending or, to the Parent Knowledge of CPT, threatened; (ii) neither CPT nor any of the Parent its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect delinquent in payments to any Parent Employee during the last five (5) yearsof its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees; (iii) to the knowledge Knowledge of CPT, for the Parentpast four (4) years, there is no effort pending or threatened against the Parent or any Parent SubsidiaryCPT and each of its Subsidiaries have been in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, immigration, workers’ compensation, occupational safety, plant closings, layoffs, reductions in force and wage and hours; (iv) there except as otherwise provided in Section 4.13 of the CPT Disclosure Schedule, CPT and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is no unfair labor practicenot liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; (v) neither CPT nor any of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, labor dispute with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine individual grievancespayments to be made in the ordinary course of business consistent with past practice); (vi) other than as made available to Inuvo in the CPT Data Room, there are no pending claims against CPT or labor arbitration proceeding any of its Subsidiaries under any workers’ compensation plan or policy or for long term disability; (vii) there are no controversies pending or, to the knowledge Knowledge of the ParentCPT, threatened with respect to Parent Employees(including threatened lawsuits or claims), between CPT or any of its Subsidiaries and (v) there is no slowdownany of their respective current or former employees, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, which controversies have or would not reasonably be expected to haveresult in any Proceeding before the National Labor Relations Board, individually the Equal Employment Opportunity Commission, the Department of Fair Employment and Housing, Labor Commissioner, the Department of Labor, OSHA, or any other Governmental Entity; (viii) all employees of CPT and its Subsidiaries are employed on an at-will basis, and their respective employment can be terminated at any time, with or without notice, for any lawful reason or no reason at all; and (ix) CPT and its Subsidies have not conducted any layoffs or reductions in force within six (6) months of the aggregatedate hereof. As of the date hereof, to the Knowledge of CPT, no employees of CPT or any of its Subsidiaries are in violation of any term of any employment or other Contract, including any non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a Parent Material Adverse Effectformer employer relating to the right of any such employee to be employed by CPT or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by CPT or such Subsidiary or to the use of trade secrets or proprietary information of others. As of the date hereof, no exempt employee of CPT or any of its Subsidiaries has given notice in writing to CPT or any of its Subsidiaries that any such employee intends to terminate his or her employment with CPT or any of its Subsidiaries.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c4.13(b) of the Parent CPT Disclosure LetterSchedule, since January 1, 2016, neither CPT nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining Contract with a labor union or labor organization, nor is any such Contract presently being negotiated. Except as set forth in Section 4.13(b) of the CPT Disclosure Schedule, since January 1, 2016 to the date hereof, there has not been any campaign to organize any of the employees of CPT or any of its Subsidiaries for the purposes of forming a labor union or labor organization or selecting a labor union or labor organization as a collective bargaining representative and, to the Knowledge of CPT, there are no proceedings pending or, campaigns or other efforts being conducted to the knowledge organize employees of the Parent, threatened against the Parent CPT or any of its Subsidiaries for the Parent Subsidiaries purposes of forming a labor union or labor organization or selecting a labor union or labor organization as a collective bargaining representative.
(c) CPT has identified in any forum by Section 4.13(c) of the CPT Disclosure Schedule and has made available to Inuvo in the CPT Data Room true and complete copies of (i) all severance and employment agreements with directors, officers or on behalf employees of any present or former Parent Employee consultants to CPT or any present of its Subsidiaries; (ii) all severance programs and policies of each of CPT and each of its Subsidiaries with or former employee relating to its employees; and (iii) all plans, programs, agreements and other arrangements of any Person providing services CPT and each of its Subsidiaries with or relating to any Parent Entity for its directors, officers, employees or consultants which Parent could reasonably be expected to be liable that, individually or contain change in control provisions. In no event will the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes execution and delivery of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, this Agreement or any other discriminatoryrelated agreement, wrongful or tortious conduct on the part consummation of the Parent transactions contemplated hereby or thereby, or Required CPT Stockholder Vote (either alone or in conjunction with any other event, such as termination of employment) (x) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of CPT or any of its Subsidiaries or Affiliates from CPT or any of its Subsidiaries or Affiliates under any CPT Benefit Plan or otherwise, (y) significantly increase any benefits otherwise payable under any CPT Benefit Plan or otherwise, or (z) result in any acceleration of the time of payment or vesting of any of the Parent Subsidiaries benefits, except in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effecttermination of employment.
(d) Each individual who renders service CPT has made available to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent SubsidiaryInuvo, as applicableof the date hereof, as having a list of the status names of an all current directors, officers, employees and consultants currently employed or engaged by CPT and its Subsidiaries and who have received payment by way of compensation from CPT or its Subsidiaries in excess of $100,000 during the current fiscal year, together with their respective salaries or wages, other compensation, dates of employment or service with CPT or its Subsidiaries, seniority, exemption classification, any union membership, and current positions and identifies all written agreements between CPT or its Subsidiaries and such individuals (other than any of the following agreements in CPT or its Subsidiaries’ standard form: (i) offer letters for employment; (ii) proprietary rights assignment agreements; (iii) stock option agreements; or (iv) restricted stock purchase agreements) concerning their employment, consulting or independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance relationship with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesCPT.
Appears in 3 contracts
Samples: Merger Agreement (ConversionPoint Holdings, Inc.), Merger Agreement (ConversionPoint Holdings, Inc.), Merger Agreement (Inuvo, Inc.)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any Section 3.12.1 Each of the Parent Subsidiaries Company and each Company Subsidiary is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, including with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the obligations normal course of business and consistent with past practice).
Section 3.12.2 The Company has identified in Section 3.12.2 of the WARN ActCompany Disclosure Schedule and has made available to Parent true and complete copies of (A) all severance and employment agreements with directors, officers or employees of or consultants to the Company or any Company Subsidiary; (iiiB) unfair labor practices, all severance programs and policies of the Company and each Company Subsidiary with or relating to its employees; and (ivC) occupational safety all plans, programs, agreements and health and immigration, except as set forth in Section 5.12(b) other arrangements of the Parent Disclosure LetterCompany and each Company Subsidiary with or relating to its directors, neither Parent nor any Parent Subsidiary has implementedofficers, conducted employees or experienced a “plant closing” or “mass layoff” as defined consultants which contain change in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) control provisions. Except as set forth in Section 5.12(c) 3.12.2 of the Parent Company Disclosure LetterSchedule, there are no proceedings pending ornone of the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or any Company Subsidiary or affiliate from the Company or any Company Subsidiary or affiliate under any Company Benefit Plan or otherwise, (B) significantly increase any benefits otherwise payable under any Company Benefit Plan or (C) result in any acceleration of the time of payment or vesting of any material benefits. No individual who is a party to an employment agreement listed in Section 3.12.2 of the Company Disclosure Schedule or any agreement incorporating change in control provisions with the Company has terminated employment or been terminated, nor has any event occurred that could give rise to a termination event, in either case under circumstances that have given, or could give, rise to a severance obligation on the part of the Company under such agreement. Section 3.12.2 of the Company Disclosure Schedule sets forth the Company’s best estimates of the amounts payable to the knowledge executives listed therein, as a result of the Parenttransactions contemplated by this Agreement, threatened against the Parent any Ancillary Agreement and/or any subsequent employment termination (including any cash-out or acceleration of options and restricted stock and any “gross-up” payments with respect to any of the Parent Subsidiaries foregoing), based on compensation data applicable as of the date of the Company Disclosure Schedule and the assumptions stated thereon.
Section 3.12.3 There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against any forum by Company Benefit Plan, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or on behalf the assets of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for the trusts thereunder which Parent could reasonably be expected to be liable that, individually or result in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes material liability of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, Company or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service Company Subsidiary to the Parent PBGC, the Department of Treasury, the Department of Labor or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesMultiemployer Plan.
Appears in 3 contracts
Samples: Merger Agreement (Arthrocare Corp), Merger Agreement (Arthrocare Corp), Merger Agreement (Medical Device Alliance Inc)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries The Company is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, immigration, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, compensation and benefits, wages and hours, including overtime and classification as exempt/non-exempt employees. Neither the obligations Company nor any Company Subsidiary has any leased employees in the United States within the meaning of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b414(n) of the Code.
(b) The Company has made available to Parent Disclosure Letter, neither Parent nor true and complete copies of all material collective bargaining agreements and other labor union Contracts (including all amendments thereto) applicable to any Parent Subsidiary has implemented, conducted or experienced a Company Employee (the “plant closing” or “mass layoff” Company CBAs”) in effect as defined in of the WARN Act (date of this Agreement with respect to their employment with the Company or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Company Subsidiary.
(c) Except as set forth in Section 5.12(c) As of the Parent Disclosure Letterdate of this Agreement:
i. no grievances, arbitrations or legal or administrative Proceedings which allege the violation of any Company CBA are pending, except as would not be reasonably expected to result in a material liability to the Company;
ii. there are no proceedings labor strikes, slowdowns, work stoppages, picketings, negotiated industrial actions or lockouts has occurred in the past two years, are pending or, to the knowledge of the ParentCompany, threatened, against the Company;
iii. to the knowledge of the Company, no labor union, labor organization or works council has made a pending demand for recognition or certification to the Company, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened to be brought or filed with any labor relations tribunal or authority; and
iv. except as would not be reasonably be excepted to result in a material liability to the Company, there is no unfair labor practice charge pending against the Parent Company before the National Labor Relations Board or any comparable labor relations authority and there is no pending or, to the knowledge of the Parent Subsidiaries in any forum Company, threatened grievance, charge, complaint, audit or investigation by or on behalf of before any present or former Parent Employee or any present or former employee of any Person providing services Governmental Entity with respect to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or Service Providers in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effecttheir capacities as such.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Ch2m Hill Companies LTD), Merger Agreement (Jacobs Engineering Group Inc /De/)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of Parent or any of the Parent its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any other labor union, works council, labor organization or employee association union contract applicable to employees of the persons employed by Parent or any Parent Subsidiaryof its Subsidiaries, nor are there any negotiations and no collective bargaining agreement or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, other labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there union contract is no effort pending or threatened against the being negotiated by Parent or any Parent Subsidiary, (iv) there of its Subsidiaries. There is no unfair labor practicedispute, labor dispute (other than routine individual grievances) strike, slowdown or labor arbitration proceeding work stoppage against Parent or any of its Subsidiaries pending or, to the knowledge of the Parent, threatened which may interfere in any respect that would have a Material Adverse Effect with the respective business activities of Parent or any of its Subsidiaries. To Parent’s knowledge, no employee of Parent or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, a former employer relating to the knowledge right of any such employee to be employed by Parent or such Subsidiary because of the Parent, threatened with respect nature of the business conducted or presently proposed to Parent Employees; except, with respect be conducted by it or to clauses (ii) through (v) hereof, as would not have, the use of trade secrets or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectproprietary information of others.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth has identified in Section 5.12(b3.11(b) of the Parent Disclosure LetterSchedule and has made available to the Company true and complete copies of (A) all severance and employment agreements with directors, neither Parent nor any Parent Subsidiary has implementedofficers or employees of, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of consultants to, Parent or any of its Subsidiaries, (B) all severance programs and policies of Parent Subsidiary.
and each of its Subsidiaries with or relating to its employees, and (cC) all plans, programs, agreements and other arrangements of Parent and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. Except as set forth in Section 5.12(c3.11(b) of the Parent Disclosure LetterSchedule, there are no proceedings pending or, to the knowledge none of the Parentexecution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, threatened against the such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of Parent or any of its Subsidiaries or affiliates from Parent or any of its Subsidiaries or affiliates under any Parent Benefit Plan or otherwise, (B) significantly increase any benefits otherwise payable under any Parent Benefit Plan or (C) result in any acceleration of the time of payment or vesting of any material benefits. As of the Agreement Date, no individual who is a party to an employment agreement listed in Section 3.11(b) of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee Disclosure Schedule or any present or former employee of any Person providing services to any agreement incorporating change in control provisions with Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for has terminated employment or classes of the foregoing alleging unpaid or overdue wages or compensation duebeen terminated, breach of nor has any express or implied employment contractevent occurred that could give rise to a termination event, violation of any Law or regulation governing employment or the termination thereofin either case under circumstances that has given, or any other discriminatorycould give, wrongful or tortious conduct rise to a severance obligation on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectunder such agreement.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 3 contracts
Samples: Merger Agreement (RespireRx Pharmaceuticals Inc.), Merger Agreement (Cortex Pharmaceuticals Inc/De/), Merger Agreement (Anesiva, Inc.)
Labor and Other Employment Matters. (a) Except as disclosed in Section 5.23(a) of the Inuvo Disclosure Schedule, as of the date hereof, (i) Neither no work stoppage, slowdown, lockout, labor strike, grievances, arbitration or other material labor dispute against Inuvo or any of its Subsidiaries by employees is pending or, to the Parent Knowledge of Inuvo, threatened; (ii) neither Inuvo 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 or amounts required to be reimbursed to such employees; (iii) for the Parent past four (4) years, Inuvo and each of its Subsidiaries have been in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, immigration, workers’ compensation, occupational safety, plant closings, layoffs, reductions in force and wage and hours; (iv) to the Knowledge of Inuvo, Inuvo and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; (v) to the Knowledge of Inuvo, neither Inuvo nor any of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice); (vi) other than as made available to Inuvo in the Inuvo Data Room, there are no pending claims against Inuvo or any of its Subsidiaries under any workers’ compensation plan or policy or for long term disability; (vii) there are no controversies pending or, to the Knowledge of Inuvo, threatened (including threatened lawsuits or claims), between Inuvo or any of its Subsidiaries and any of their respective current or former employees, which controversies have or would reasonably be expected to result in an Proceeding before the National Labor Relations Board, the Equal Employment Opportunity Commission, the Department of Fair Employment and Housing, Labor Commissioner, the Department of Labor, OSHA, or any other Governmental Entity; (viii) all employees of Inuvo and its Subsidiaries are employed on an at-will basis, and their respective employment can be terminated at any time, with or without notice, for any lawful reason or no reason at all; and (ix) Inuvo and its Subsidies have not conducted any layoffs or reductions in force within six (6) months of the date hereof. As of the date hereof, to the Knowledge of Inuvo, no employees of Inuvo or any of its Subsidiaries are in violation of any term of any employment or other Contract, including any non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by Inuvo or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by Inuvo or such Subsidiary or to the use of trade secrets or proprietary information of others. As of the date hereof, no exempt employee of Inuvo or any of its Subsidiaries has given notice in writing to Inuvo or any of its Subsidiaries that any such employee intends to terminate his or her employment with Inuvo or any of its Subsidiaries.
(b) Since January 1, 2016, neither Inuvo nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining Contract with a labor union or similar agreement labor organization, nor is any such Contract presently being negotiated. Since January 1, 2016 to the date hereof, there has not been any campaign to organize any of the employees of Inuvo or work rules any of its Subsidiaries for the purposes of forming a labor union or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, selecting a labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) union or labor arbitration proceeding pending ororganization as a collective bargaining representative and, to the knowledge Knowledge of the ParentInuvo, threatened with respect there are no campaigns or other efforts being conducted to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge organize employees of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (Inuvo or any similar group personnel action requiring advance notice under of its Subsidiaries for the WARN Act) affecting any site purposes of employment forming a labor union or one labor organization or more facilities selecting a labor union or operating units within any site of employment or facility of Parent or any Parent Subsidiarylabor organization as a collective bargaining representative.
(c) Inuvo has identified in Section 5.23(c) of the Inuvo Disclosure Schedule and has made available to CPT in the Inuvo Data Room true and complete copies of (i) all severance and employment agreements with directors, officers or employees of or consultants to Inuvo or any of its Subsidiaries; (ii) all severance programs and policies of each of Inuvo and each of its Subsidiaries with or relating to its employees; and (iii) all plans, programs, agreements and other arrangements of Inuvo and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. Except as set forth in Section 5.12(c5.23(c) of the Parent Inuvo Disclosure LetterSchedule, there are or as otherwise provided in this Agreement, in no proceedings pending orevent will the execution and delivery of this Agreement or any other related agreement, to the knowledge consummation of the Parenttransactions contemplated hereby or thereby, threatened against the Parent or Required Inuvo Stockholder Vote (either alone or in conjunction with any other event, such as termination of employment) (x) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of Inuvo or any of the Parent its Subsidiaries or Affiliates from Inuvo or any of its Subsidiaries or Affiliates under any Inuvo Benefit Plan or otherwise, (y) significantly increase any benefits otherwise payable under any Inuvo Benefit Plan or otherwise, or (z) result in any forum by acceleration of the time of payment or on behalf vesting of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectbenefits.
(d) Each individual who renders service Inuvo has made available to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent SubsidiaryCPT, as applicableof the date hereof, as having a list of the status names of an all current directors, officers, employees and consultants currently employed or engaged by Inuvo and its Subsidiaries and who have received payment by way of compensation from Inuvo or its Subsidiaries in excess of $100,000 during the current fiscal year, together with their respective salaries or wages, other compensation, dates of employment or service with Inuvo or its Subsidiaries, seniority, exemption classification, any union membership, and current positions and identifies all written agreements between Inuvo or its Subsidiaries and such individuals (other than any of the following agreements in Inuvo or its Subsidiaries’ standard form: (i) offer letters for employment; (ii) proprietary rights assignment agreements; (iii) stock option agreements; or (iv) restricted stock purchase agreements) concerning their employment, consulting or independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance relationship with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesInuvo.
Appears in 3 contracts
Samples: Merger Agreement (ConversionPoint Holdings, Inc.), Merger Agreement (ConversionPoint Holdings, Inc.), Merger Agreement (Inuvo, Inc.)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, Except as would not have, or would not reasonably be expected to haveresult in material liability to the Company Group, individually or in (i) each member of the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, Company Group is in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, immigration, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, compensation and benefits, and wages and hours, including the obligations hours and (ii) there is no charge of the WARN Act, (iii) unfair labor discrimination in employment or employment practices, and (iv) occupational safety and health and immigrationfor any reason, except as set forth in Section 5.12(b) of the Parent Disclosure Letterincluding, neither Parent nor any Parent Subsidiary age, gender, race, religion or other legally protected category, which has implemented, conducted been asserted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings is now pending or, to the knowledge of the ParentCompany, threatened against any member of the Parent Company Group before the United States Equal Employment Opportunity Commission, or any of the Parent Subsidiaries other Governmental Entity in any forum by jurisdiction in which the Company has employed or on behalf of currently employs any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could Service Provider. Except as would not reasonably be expected to be liable thatresult in material liability to the Company Group, individually each Service Provider has been properly classified by the Company Group as exempt or non-exempt and as an employee or non-employee.
(b) The Company has made available to Parent true and complete copies of all collective bargaining agreements and other labor union Contracts (including all amendments thereto) to which it is a party that are applicable to any employees of any member of the Company Group (the “Company CBAs”) in effect as of the aggregatedate of this Agreement with respect to their employment with a member of the Company Group. The consent of, consultation of or the rendering of formal advice by any labor or trade union, works council, or any other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated thereby.
(c) Except as would not reasonably be expected to have a Parent Material Adverse Effectresult in material liability to the Company Group, any applicant for employment or classes as of the foregoing alleging unpaid date of this Agreement:
(i) no grievances, arbitrations or overdue wages legal or compensation due, breach of any express or implied employment contract, administrative Proceedings which allege the violation of any Law Company CBA are pending;
(ii) there are no labor strikes, slowdowns, work stoppages, picketings, negotiated industrial actions or regulation governing employment lockouts pending or, to the knowledge of the Company, threatened, against any member of the Company Group;
(iii) to the knowledge of the Company, no labor union, labor organization or works council has made a pending demand for recognition or certification to any member of the termination thereofCompany Group, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened to be brought or filed with any labor relations tribunal or authority; and
(iv) there is no unfair labor practice charge against any member of the Company Group pending before the National Mediation Board or any other discriminatorycomparable labor relations authority and there is no pending or, wrongful or tortious conduct on to the part knowledge of the Parent of Company, threatened grievance, charge, complaint, audit or investigation by or before any of the Parent Subsidiaries Governmental Entity with respect to any Service Providers in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effecttheir capacities as such.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 3 contracts
Samples: Merger Agreement (Jetblue Airways Corp), Merger Agreement (Jetblue Airways Corp), Merger Agreement (Spirit Airlines, Inc.)
Labor and Other Employment Matters. (a) (i) The Company and each Company Subsidiary is in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, in each case, except where such failure to be in compliance would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Neither the Parent Company nor any Company Subsidiary is party to a collective bargaining agreement and no labor union has been certified to represent any employee of the Parent Subsidiaries Company or any Company Subsidiary, or has applied to represent or is a party attempting to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable organize so as to employees represent such employees. To the knowledge of the Parent or Company, neither the Company nor any Parent SubsidiaryCompany Subsidiary currently employs, nor are there any negotiations or discussions currently pending between person who was not permitted to work in the Parent or the Parent Subsidiaries jurisdiction in which such person was employed. The Company and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts each Company Subsidiary has complied in all material respects with respect all Laws that could require overtime to be paid to any Parent Employee during current employee of the last five (5) yearsCompany and/or Company Subsidiaries, (iii) no current employee has ever brought or, to the knowledge of the ParentCompany, there is threatened in writing to bring a claim for unpaid compensation or employee benefits, including overtime amounts, and no effort pending or threatened against the Parent or former employee has any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding claim pending or, to the knowledge of the ParentCompany, has threatened with respect in writing to Parent Employeesbring a claim for unpaid compensation or employee benefits, and including, without limitation, overtime amounts.
(vb) there Neither the Company nor any Company Subsidiary is delinquent in payments to any of its current employees for any material wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees or in payments owed upon any termination of the employment of any such employees.
(c) There is no slowdownunfair labor practice complaint against the Company or any Company Subsidiary pending before any Governmental Entity that would reasonably be expected to have a Company Material Adverse Effect.
(d) There is no labor strike, work material dispute, slowdown or stoppage or similar labor activity in effect actually pending or, to the knowledge of the ParentCompany, threatened in writing against or involving the Company or any Company Subsidiary.
(e) All material sums due for employee compensation and benefits and all accrued vacation time owing to any employees of the Company or any Company Subsidiary have been duly and adequately accrued on the accounting records of the Company, in each case, in accordance with respect GAAP.
(f) To the knowledge of the Company and except as otherwise contemplated by this Agreement, no officer or key employee presently intends to Parent Employees; exceptterminate their respective employment with the Company or any Company Subsidiary, with respect nor does the Company or any Company Subsidiary have a present intention to clauses terminate the employment of any of the foregoing.
(iig) through (v) hereof, Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, each current or former employee, officer and consultant of the Company and of each Company Subsidiary has executed a proprietary information and inventions assignment agreement or similar agreement whereby all Intellectual Property created by them in the scope of their employment or other relationship with the Company or any Company Subsidiary is assigned to the Company or applicable Company Subsidiary. To the knowledge of the Company, none of the Company’s nor any Company Subsidiaries’ current or former employees, officers or consultants is in material violation thereof. To the knowledge of the Company, other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company, no current or former employee, officer or consultant of the Company or of any Company Subsidiary has excluded material works or inventions made prior to his or her employment or consulting relationship with the Company or Company Subsidiary (as the case may be) from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s proprietary information and inventions agreement.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(ch) Except as set forth in Section 5.12(c3.12(h) of the Parent Company Disclosure LetterSchedule, there are no proceedings pending or(i) severance or employment agreements with directors, to the knowledge officers or employees of the Parent, threatened against the Parent Company; (ii) severance programs or any policies of the Parent Subsidiaries in any forum by Company with or on behalf of any present relating to its employees; or former Parent Employee (iii) plans, programs, agreements or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes other arrangements of the foregoing alleging unpaid Company with or overdue wages relating to its directors, officers or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries employees which contain change in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectcontrol provisions.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 2 contracts
Samples: Merger Agreement (Medistem Inc.), Agreement and Plan of Merger (Intrexon Corp)
Labor and Other Employment Matters. (a) (i) Neither Each of the Parent Company and its Subsidiaries is in material compliance with all applicable Laws of the United States, or of any state or local government or any subdivision thereof or of any foreign government respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including without limitation the Immigration Reform and Control Act, the Worker Adjustment Retraining and Notification Act, any Laws respecting employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity, plant closure or mass or group layoff or separation issues, affirmative action, workers’ compensation, employee benefits, severance payments, COBRA, labor relations, collective bargaining, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. Except as specifically identified on Section 3.13 of the Company Disclosure Letter, neither the Company nor any of the Parent its Subsidiaries is a party to or bound by any labor union or collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there agreement. There is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding practice charge pending or, to the knowledge of the ParentCompany’s Knowledge, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, which if determined adversely to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as Company or its Subsidiaries would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. To the Company’s Knowledge, there are no organizational campaigns, petitions or other activities or proceedings of any labor union, workers’ council or labor organization (a) seeking to represent employees of the Company or any of its Subsidiaries or recognition by the Company or any of its Subsidiaries as the representative of a collective bargaining unit with respect to any of the employees of the Company or any of its Subsidiaries or (b) compelling the Company or any of its Subsidiaries to bargain with any such labor union, works council or labor organization. There are no material strikes, slowdowns, walkouts, work stoppages or other labor-related controversies pending or, to the Company’s Knowledge, threatened, and neither the Company nor any of its Subsidiaries has experienced any such strike, slowdown, walkout, work stoppage or other labor-related controversy within the past three (3) years.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations As of the WARN Actdate of this Agreement, (iii) unfair labor practices, the Company employs 170 full-time employees and (iv) occupational safety 17 part-time employees and health and immigration, except as set forth in engages 25 consultants or independent contractors. Section 5.12(b3.13(b) of the Parent Company Disclosure LetterLetter sets forth all material compensation, neither Parent nor any Parent Subsidiary has implementedincluding salary, conducted bonus, severance obligations and deferred compensation paid or experienced a “plant closing” payable for each current officer, employee, consultant and independent contractor of the Company who received compensation in excess of $50,000 for the year ended December 31, 2014 or “mass layoff” as defined is anticipated to receive compensation in excess of $50,000 for the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiaryfiscal year ending December 31, 2015.
(c) The Company has identified in Section 3.13(c) of the Company Disclosure Letter and has made available to Parent true and complete copies of (A) all current severance and employment agreements with directors, officers or employees of or consultants to the Company, (B) all current severance programs and policies of the Company with or relating to its employees, and (C) all current plans, programs, agreements and other arrangements of the Company with or relating to its directors, officers, employees or consultants which contain change in control provisions. Except as set forth in Section 5.12(c3.13(c) of the Parent Company Disclosure Letter, there are no proceedings pending ornone of the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment (including severance, parachute or otherwise) becoming due to any director or employee of the Company or any Subsidiary from the Company or such Subsidiary under any agreement or otherwise, (B) increase any benefits otherwise payable under any agreement with the Company or any Subsidiary or (C) result in any acceleration of the time of payment or vesting or any material benefits, except as required by Law. No individual who is a party to an employment agreement listed in Section 3.13(c) of the Company Disclosure Letter or any agreement incorporating change in control provisions with the Company has terminated employment or been terminated, nor to the knowledge Knowledge of the ParentCompany, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent has an event occurred that could reasonably be expected to be liable thatgive rise to a termination event in either case under circumstances that has given, individually or in the aggregate, would could reasonably be expected to have give, rise to a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct severance obligation on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany under such agreement.
(d) Each individual who renders service Except as set forth on Section 3.13(d) of the Company Disclosure Letter, to the Parent Knowledge of the Company each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms made available to the counsel for Parent. Except as set forth on Section 3.13(d) of the Company Disclosure Letter, to the Knowledge of the Company each current and former employee of the Company or any Parent Subsidiary who has executed a non-solicitation agreement substantially in the form or forms made available to counsel for Parent. The Company is classified not aware that any of its employees is in violation of any agreement covered in this Section 3.13(d). To the Knowledge of the Company, no current employee, consultant or independent contractor of the Company or any of its Subsidiaries: (i) is in violation of any term or covenant of any employment contract, patent disclosure agreement, invention assignment agreement, non-disclosure agreement, non-solicitation agreement, non-competition agreement, or any other contract with any other Person by virtue of such employee’s, consultant’s, or independent contractor’s being employed by, or performing services for, the Company or any of its Subsidiaries or using trade secrets or proprietary information of others without permission; (ii) is party to any contract with any prior employer or other party that prohibits or otherwise restricts such employee, consultant or independent contractor in any material respect from performing his prior or current duties at the Company or any of its Subsidiaries; or (iii) has developed any technology, software or other copyrightable, patentable, or otherwise proprietary work for the Company or any of its Subsidiaries that is subject to any contract under which such employee, consultant or independent contractor has assigned or otherwise granted (or agreed to assign or otherwise grant) to any third party any rights (including Intellectual Property) in or to such technology, software or other copyrightable, patentable or otherwise proprietary work. To the Knowledge of the Company, the employment of any employee of the Company or any of its Subsidiaries and the use by the Parent Company or such Parent Subsidiary, as applicable, as having any of its Subsidiaries of the status services of an any consultant or independent contractor has not and does not subject the Company or any of its Subsidiaries to any liability to any third party for improperly soliciting such employee or consultant, or independent contractor to work for the Company or any of its Subsidiaries, whether such liability is based on contractual or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisiteslegal obligations to such third party.
Appears in 2 contracts
Samples: Merger Agreement (Medytox Solutions, Inc.), Merger Agreement (CollabRx, Inc.)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any As of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) date hereof, except as would not have, or would not reasonably be expected to haveis not, individually or in the aggregate, reasonably likely to have a Parent Company Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (iia) terms and conditions of employment and wages and hoursno work stoppage, including slowdown, lockout, labor strike, material arbitration or other material labor dispute against the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (Company or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings its Subsidiaries is pending or, to the knowledge Knowledge of the ParentCompany, threatened, (b) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of the Company, threatened against the Parent Company or any of its Subsidiaries, (c) neither the Parent 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 or amounts required to be reimbursed to such employees, (d) neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice), (e) no employee of the Company or any of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (f) to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in any forum by or on behalf respect in violation of any present or former Parent Employee or any present or former employee term of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, (g) neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices; (h) the Company and each of its Subsidiaries are in compliance with all Applicable Law respecting labor and employment, including terms and conditions of employment, workers' compensation, occupational safety and health requirements, immigration, plant closings and layoffs, wages and hours, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, employee benefits, severance payments, labor relations, employee leave issues and unemployment insurance and related matters; and (i) there are no complaints, charges or claims against the Company or any of its Subsidiaries pending with or, to the Knowledge of the Company, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by the Company and or any of its Subsidiaries.
(ii) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in a material breach or other violation of any Law or regulation governing employment or the termination thereof, collective bargaining agreement or any other discriminatory, wrongful employment contract to which the Company or tortious conduct on the part of the Parent of any of the Parent its Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have are a Parent Material Adverse Effectparty.
(diii) Each individual who renders service As of the date hereof,
(A) neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement or any other agreement with a labor union, labor organization or works council, nor are any such agreements presently being negotiated;
(B) none of the employees of the Company or any of its Subsidiaries are represented by any labor union, labor organization or works council in their capacities as employees of the Company or any of its Subsidiaries;
(C) no labor union, labor organization or works council or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification to the Parent Company or any Parent Subsidiary who of its Subsidiaries, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; or
(D) to the Knowledge of the Company, no labor union, labor organization or works council is classified by seeking to organize any employees of the Parent Company or such Parent Subsidiary, as applicable, as having the status any of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesits Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (King Pharmaceuticals Inc), Merger Agreement (Mylan Laboratories Inc)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any As of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) date hereof, except as would not have, or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Effect on Apogent and its Subsidiaries, taken as a whole, or as set forth in Section 3.1(h)(i) of the Apogent Disclosure Schedule, (bA) The Parent no work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against Apogent or any of its Subsidiaries are pending or, to the Knowledge of Apogent, threatened, (B) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Apogent, threatened against Apogent or any of its Subsidiaries, (C) neither Apogent 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 or amounts required to be reimbursed to such employees, (D) neither Apogent nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, (E) no employee of Apogent, at the officer level or above, has given written notice to Apogent or any of its Subsidiaries that any such employee intends to terminate his or her employment with Apogent or any of its Subsidiaries, (F) to the Knowledge of Apogent, no employee of Apogent or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by Apogent or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by Apogent or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, (G) neither Apogent nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices and the Parent (H) Apogent and its Subsidiaries are, and have been, are in compliance in all material respects with all applicable Laws respecting (i) employment Applicable Laws, agreements, contracts, policies, plans and programs relating to employment, employment practices, (ii) compensation, benefits, hours, terms and conditions of employment and wages and hoursthe termination of employment, including but not limited to any obligations pursuant to the obligations Worker Adjustment and Retraining Notification Act of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary1988.
(cii) Except as set forth in Section 5.12(c3.1(h)(ii) of the Parent Apogent Disclosure LetterSchedule, as of the date hereof,
(A) neither Apogent nor any of its Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement or any other agreement, work rules or practices with a labor union, labor organization or works council, nor are any such agreements, work rules or practices presently being negotiated;
(B) none of the employees of Apogent or any of its Subsidiaries is represented by any labor union, labor organization or works council in his or her capacity as an employee of Apogent or any of its Subsidiaries;
(C) no labor union, labor organization or works council or group of employees of Apogent or any of its Subsidiaries has made a pending demand for recognition or certification to Apogent or any of its Subsidiaries, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge Knowledge of the ParentApogent, threatened against to be brought or filed with the Parent National Labor Relations Board (“NLRB”) or any other labor relations tribunal or authority; and
(D) to the Knowledge of Apogent, no labor union, labor organization or works council is seeking to organize any employees of Apogent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectits Subsidiaries.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apogent Technologies Inc), Agreement and Plan of Merger (Fisher Scientific International Inc)
Labor and Other Employment Matters. (a) Parent Seller and each of its Subsidiaries is, with respect to the Target Business in material compliance with all applicable Laws respecting labor, employment (iincluding with respect to the classification of Target Business Employees as consultants, independent contractors or freelancers), immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, compensation and benefits, and wages and hours, including shop agreements (Betriebsvereinbarungen), social plans (Sozialpläne) or conciliations of interests (Interessenausgleich). Neither the Parent Seller nor any of its Subsidiaries is, or has been since January 1, 2010 (or, to Sellers’ knowledge, during the Parent Subsidiaries is past five (5) years), a party to or bound by any collective bargaining or similar labor agreement or work rules or practices with respect to the Target Business. The German Target does not have a works council (Betriebsrat) and no Target Business Employee is represented by any labor union, works council, labor organization or employee association applicable to employees of the Parent economic committee or any other labor representative. Neither Parent Subsidiary, Seller nor are there any negotiations or discussions currently pending between the Parent or the Parent of its Subsidiaries and has engaged in any union, work counsel, unfair labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts practice with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as Target Business that would not have, or would not reasonably be expected to have, individually result in material liability to the Target Companies and there are no complaints against Parent Seller or in any of its Subsidiaries pending before the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (National Labor Relations Board or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment state, local or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum foreign labor agency by or on behalf of any present Target Business Employee. There are no representation questions, arbitration proceedings, labor strikes, slow downs or former Parent Employee stoppages, grievances or any present or former employee of any Person providing services other labor disputes pending or, to any Parent Entity for which Parent could reasonably be expected Sellers’ knowledge, threatened with respect to be liable thatthe Target Business, individually or in and since January 1, 2010 (or, to Sellers’ knowledge, during the aggregatepast five (5) years), would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part none of the Parent of Seller or any of its Subsidiaries has, with respect to the Target Business experienced any strike, work stoppage, lock-up, slow-down or other material labor dispute or any attempt by organized labor to cause Parent Seller or any of its Subsidiaries to comply with or conform to demands of organized labor or recognize any union, works council, economic committee or collective bargaining units. None of Parent Seller or any of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Target Business Employees (other than routine payments to be made in connection the normal course of business and consistent with past practice).
(b) Section 4.13(b) of the Sellers Disclosure Schedule accurately sets forth a true and correct list of all Target Business Employees currently providing services with respect to the Target Business, and with respect to each such service provider (including any such service provider who is on a leave of absence or on layoff status): (i) base salary and target bonus opportunity, (ii) job title; (iii) the location of such employee’s principal place of employment and the employing entity; (iv) date of hire; (v) the immigration status and (vi) whether the employee is in active employment or on a leave of absence (including the date of leave commencement and expected return date).
(c) The Contracts listed in Section 4.13(c) of the Sellers Disclosure Schedule include all written employment, consulting, freelancer or severance Contracts (other than standard form agreements that provide for severance payments and benefits not in excess of those required by statute) that are currently maintained by the Target Companies and are in force to which, as of the date of this Agreement, any Target Business Employee is a party which provides for an annual salary of more than $100,000 and which may not be terminated at will, or by giving notice of 60 days or less, without an obligation to pay severance or termination pay in excess of that required by applicable Law (the “Severance Agreements”). Sellers have previously made available to Purchaser true, correct and complete copies of each Contract or form of Contract, as applicable, listed in Section 4.13(c) of the Sellers Disclosure Schedule. Each Target Business Employee that is classified as a consultant, independent contractor or freelancer has entered into a written Contract with the employment relationship thatapplicable Target Company or with Parent Seller or one of its Subsidiaries, individually which written contract or in form of written contract, as applicable, is listed on Section 4.13(c) of the aggregate, would reasonably be expected to have a Parent Material Adverse EffectSellers Disclosure Schedule.
(d) Each individual who renders service to No (present or former) director or employee of the Parent German Target or any Parent Subsidiary who is classified of its Subsidiaries has any rights or claims with respect to any Intellectual Property Right, and in particular no compensation claims under the German Act on Employee’s Inventions (Arbeitnehmererfindungsgesetz), except as listed in Section 4.13(d) of the Sellers Disclosure Schedule. All inventions owned or used by the Parent or such Parent Subsidiary, as applicable, as having German Target that are covered by the status of an independent contractor or other non-employee status for any purpose German Act on Employee’s Inventions (including for purposes of taxation and tax reporting and under any Parent Employee Benefit PlansArbeitnehmererfindungsgesetz) is properly so classified and treated have been claimed in accordance compliance with all applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesLaws.
Appears in 2 contracts
Samples: Purchase Agreement (Limelight Networks, Inc.), Purchase Agreement (DG FastChannel, Inc)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor Delta has made available to Northwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of Delta or any of its Subsidiaries (the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, “Delta CBAs”).
(ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, Except as would not have, or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Effect on Delta and its Subsidiaries, (bA) The Parent and no grievances, arbitrations, or legal or administrative proceedings which allege violation of any agreements, Delta CBAs or Applicable Law with respect to any employee are pending or, to the Parent Knowledge of Delta, threatened against Delta or any of its Subsidiaries, (B) neither Delta nor any of its Subsidiaries areis delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (C) neither Delta nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, (D) to the Knowledge of Delta, no employee of Delta or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by Delta or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by Delta or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, and have been, (E) Delta and its Subsidiaries are in compliance in all material respects with all applicable Laws respecting (i) employment Applicable Laws, Delta CBAs, agreements, contracts, policies, plans and programs relating to employment, employment practices, (ii) compensation, benefits, hours, terms and conditions of employment and wages and hoursthe termination of employment, including the but not limited to any obligations of pursuant to the WARN Act, or any comparable Applicable Law.
(iii) unfair (A) No work stoppage, slowdown, lockout, labor practicesstrike, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted material arbitrations or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (other material labor disputes against Delta or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there its Subsidiaries are no proceedings pending or, to the knowledge Knowledge of Delta, threatened; (B) except as publicly disclosed as of the Parentdate hereof, threatened against no employee of Delta at the Parent officer level or above has given written notice to Delta or any of the Parent its Subsidiaries in that any forum by such employee intends to terminate his or on behalf of any present or former Parent Employee her employment with Delta or any present of its Subsidiaries; and (C) neither Delta nor any of its Subsidiaries is a party to, or former employee otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices.
(iv) No labor union, labor organization or works council or group of employees of Delta or any Person providing services of its Subsidiaries has made a pending demand for recognition or certification to Delta or any Parent Entity for which Parent could reasonably be expected of its Subsidiaries, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Delta, threatened to be liable that, individually brought or in filed with the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, NMB or any other discriminatory, wrongful comparable foreign labor relations tribunal or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectauthority.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 2 contracts
Samples: Merger Agreement (Northwest Airlines Corp), Merger Agreement (Delta Air Lines Inc /De/)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor Northwest has made available to Delta true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of Northwest or any of its Subsidiaries (the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, “Northwest CBAs”).
(ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, Except as would not have, or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Effect on Northwest and its Subsidiaries, (bA) The Parent and no grievances, arbitrations, or legal or administrative proceedings which allege violation of any agreements, Northwest CBAs or Applicable Law with respect to any employee are pending or, to the Parent Knowledge of Northwest, threatened against Northwest or any of its Subsidiaries, (B) neither Northwest nor any of its Subsidiaries areis delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (C) neither Northwest nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, (D) to the Knowledge of Northwest, no employee of Northwest or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by Northwest or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by Northwest or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, and have been, (E) Northwest and its Subsidiaries are in compliance in all material respects with all applicable Laws respecting (i) employment Applicable Laws, Northwest CBAs agreements, contracts, policies, plans and programs relating to employment, employment practices, (ii) compensation, benefits, hours, terms and conditions of employment and wages and hoursthe termination of employment, including but not limited to any obligations pursuant to the obligations Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any comparable Applicable Law.
(iii) unfair (A) No work stoppage, slowdown, lockout, labor practicesstrike, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted material arbitrations or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (other material labor disputes against Northwest or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there its Subsidiaries are no proceedings pending or, to the knowledge Knowledge of Northwest, threatened, (B) except as publicly disclosed as of the Parentdate hereof, threatened against no employee of Northwest, at the Parent officer level or above, has given written notice to Northwest or any of the Parent its Subsidiaries in that any forum by such employee intends to terminate his or on behalf of any present or former Parent Employee her employment with Northwest or any present of its Subsidiaries, and (C) neither Northwest nor any of its Subsidiaries is a party to, or former employee otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices.
(iv) No labor union, labor organization or works council or group of employees of Northwest or any Person providing services of its Subsidiaries has made a pending demand for recognition or certification to Northwest or any Parent Entity for which Parent could reasonably be expected of its Subsidiaries, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Northwest, threatened to be liable that, individually brought or in filed with the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, National Mediation Board (“NMB”) or any other discriminatory, wrongful comparable foreign labor relations tribunal or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectauthority.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 2 contracts
Samples: Merger Agreement (Delta Air Lines Inc /De/), Merger Agreement (Northwest Airlines Corp)
Labor and Other Employment Matters. (a) (iExcept as set forth in Section 2.15(a) Neither the Parent nor any of the Parent Disclosure Schedule, Parent and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of Parent or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any other labor union, works council, labor organization or employee association union contract applicable to employees of the persons employed by Parent or any Parent Subsidiaryof its Subsidiaries, nor are there any negotiations and no collective bargaining agreement or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, other labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there union contract is no effort pending or threatened against the being negotiated by Parent or any Parent Subsidiary, (iv) there of its Subsidiaries. There is no unfair labor practicedispute, labor dispute (other than routine individual grievances) strike, slowdown or labor arbitration proceeding work stoppage against Parent or any of its Subsidiaries pending or, to the knowledge Knowledge of the Parent, threatened with which may interfere in any respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as that would not have, or would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect with the respective business activities of Parent or any of its Subsidiaries. To the Knowledge of Parent, no employee of Parent or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by Parent or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(b) The Parent and has identified in Section 2.15(b) of the Parent Subsidiaries are, Disclosure Schedule and have been, in compliance in all material respects with all applicable Laws respecting has made available to the Company true and complete copies of (i) employment all severance and employment practicesagreements with directors, officers or employees of, or consultants to, Parent or any of its Subsidiaries, (ii) terms all severance programs and conditions policies of employment Parent and wages each of its Subsidiaries with or relating to its employees, and hours, including the obligations of the WARN Act, (iii) unfair labor practicesall plans, programs, agreements and (iv) occupational safety other arrangements of Parent and health each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. All such plans, programs, agreements and immigration, except other arrangements have been maintained in compliance with Section 409A of the Code and Treasury Regulations thereunder. Except as set forth in Section 5.12(b2.15(b) of the Parent Disclosure LetterSchedule, neither Parent nor none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any Parent Subsidiary has implementedother event, conducted such as termination of employment) (i) result in any payment (including, without limitation, severance, unemployment compensation, parachute or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (otherwise) becoming due to any director or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility employee of Parent or any of its Subsidiaries or affiliates from Parent Subsidiaryor any of its Subsidiaries or affiliates under any Parent Plan (as hereinafter defined) or otherwise, (ii) significantly increase any benefits otherwise payable under any Parent Plan or (iii) result in any acceleration of the time of payment or vesting of any material benefits.
(c) Except as set forth in Section 5.12(c2.15(c) of the Parent Disclosure LetterSchedule, there are no proceedings pending orneither Parent nor any of its Subsidiaries is (i) subject to any obligation to pay health insurance premiums or make any other payments under any health insurance plan, (ii) obligated to make any payments or provide any benefits under COBRA to any former employee, to the knowledge of the Parent, threatened against the Parent make any payments or provide any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services other benefits to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereofformer employee, or to pay any other discriminatorycosts associated with any former employee, wrongful nor (iii) subject to any outstanding insurance claims or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectworker’s compensation claims.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 2 contracts
Samples: Merger Agreement (EQM Technologies & Energy, Inc.), Merger Agreement (Beacon Energy Holdings, Inc.)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries The Company is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, immigration, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, compensation and benefits, and wages and hours.
(b) The Company is not and has not been a party to any collective bargaining, including employee association or works council or similar Contract, and there are not any pending or, to the obligations knowledge of the WARN ActCompany, threatened union, employee association or works council organizing activities concerning any Service Provider. For the past three years, there have been no labor strikes, slowdowns, work stoppages, picketings, negotiated industrial actions or lockouts pending or, to the knowledge of the Company, threatened, against the Company. There is no unfair labor practice charge against the Company or any of the Company Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority and there is no pending or, to the knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Entity with respect to any Service Providers in their capacities as such.
(c) During the preceding three years, (iiii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary Company has implemented, conducted or experienced not effectuated a “plant closing” or “mass layoff” (as defined in the WARN Worker Adjustment Retraining and Notification Act of 1988, as amended (or any similar group personnel action requiring advance notice under the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
facility, (cii) Except there has not occurred a “mass layoff” (as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or defined in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries WARN Act) in connection with the Company affecting any site of employment relationship thator one or more facilities or operating units within any site of employment or facility, individually and (iii) the Company has not been affected by any transaction or engaged in the aggregatelayoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign Law. Except as would not reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service material to the Parent or any Parent Subsidiary who is classified Company and the Company Subsidiaries (taken as a whole), each Person employed by the Parent Company was or such Parent Subsidiaryis properly classified as exempt or non-exempt in accordance with applicable overtime laws, and no Person treated as applicable, as having the status of an independent contractor or other non-consultant by the Company should have been properly classified as an employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesLaw.
Appears in 2 contracts
Samples: Merger Agreement (Thoratec Corp), Merger Agreement (St Jude Medical Inc)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any Each of the Parent Subsidiaries Company and each Company Subsidiary is in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings and wages and hours, except such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as set forth on Schedule 4.11(a) of the Company Disclosure Schedule, none of the Company or any Company Subsidiary is a party to or bound by any collective bargaining or similar other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or work rules or practices with any other labor union, works council, labor organization or employee association applicable to employees of union contract is being negotiated by the Parent Company or any Parent Company Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there . There is no effort pending labor dispute, strike, slowdown or threatened work stoppage against the Parent Company or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding Company Subsidiary pending or, to the knowledge of the ParentCompany, threatened which may interfere in any respect that would have a Company Material Adverse Effect with respect to Parent Employees, and (v) there is no slowdown, work stoppage the respective business activities of the Company or any Company Subsidiary. No labor union or similar labor activity in effect organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or has applied to represent such employees or is attempting to organize so as to represent such employees. There are no material pending claims against the Company or any Company Subsidiary under any workers’ compensation plan or policy or for long-term disability. Except as set forth on Schedule 4.11 of the Company Disclosure Schedule, there are no material controversies pending or, to the knowledge Knowledge of the ParentCompany, threatened with respect to Parent Employees; exceptthreatened, with respect to clauses (ii) through (v) hereofbetween the Company or any Company Subsidiary and any of their current or former employees, as would not have, which controversies have or would not could reasonably be expected to haveresult in an action, individually suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s Knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the aggregateright of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. No employee of the Company or any Company Subsidiary has given notice, a Parent Material Adverse Effectnor is the Company otherwise aware, that such employee intends to terminate his or her employment with the Company or such Company Subsidiary.
(b) The Company has identified on Schedule 4.11(b) of the Company Disclosure Schedule and has made available to Parent true, correct and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting complete copies of (i) employment all severance and employment practicesagreements with directors, officers or employees of or consultants to the Company or any Company Subsidiary, (ii) terms all severance programs and conditions of employment and wages and hours, including the obligations policies of the WARN Act, Company and each Company Subsidiary with or relating to its employees and (iii) unfair labor practicesall plans, programs, agreements and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) other arrangements of the Parent Disclosure LetterCompany and each Company Subsidiary with or relating to its directors, neither Parent nor any Parent Subsidiary has implementedofficers, conducted employees or experienced a “plant closing” or “mass layoff” as defined consultants which contain change in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) control provisions. Except as set forth in Section 5.12(con Schedule 4.11(b) of the Parent Company Disclosure LetterSchedule, there are no proceedings pending or, to the knowledge none of the Parentexecution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, threatened against the Parent such as termination of employment) (i) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Parent Subsidiaries Company or any Company Subsidiary or affiliate from the Company or any Company Subsidiary or affiliate under any Company Benefit Plan or otherwise, (ii) significantly increase any benefits otherwise payable under any Company Benefit Plan or (iii) result in any forum by acceleration of the time of payment or on behalf vesting of any present or former Parent Employee material benefits. No individual who is a party to an employment agreement listed on Schedule 4.11(b) of the Company Disclosure Schedule or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or agreement incorporating change in control provisions with the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for Company has terminated employment or classes of the foregoing alleging unpaid or overdue wages or compensation duebeen terminated, breach of nor has any express or implied employment contractevent occurred that could give rise to a termination event, violation of any Law or regulation governing employment or the termination thereofin either case under circumstances that have given, or any other discriminatorycould give, wrongful or tortious conduct rise to a severance obligation on the part of the Parent Company under such agreement. Schedule 4.11(b) of the Company Disclosure Schedule sets forth the Company’s best estimates of the amounts payable to the executives listed therein as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination (including any cash-out or acceleration of options and restricted stock and any “gross-up” payments with respect to any of the Parent Subsidiaries in connection with foregoing), based on compensation data applicable as of the employment relationship that, individually or in date of the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany Disclosure Schedule and the assumptions stated thereon.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 2 contracts
Samples: Merger Agreement (Caprius Inc), Merger Agreement (Vintage Capital Group, LLC)
Labor and Other Employment Matters. (a) Except as set forth on Schedule 4.12 of the Company Disclosure Schedule or in the Company SEC Filings filed prior to the date of this Agreement (i) Neither the Parent nor any each of the Parent Company and its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in substantial compliance in all material respects with all federal, foreign, state or other applicable Laws Law respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including and has not and is not engaged in any unfair labor practice as determined by the obligations National Labor Relations Board (“NLRB”), (ii) no material unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the WARN ActNLRB or an equivalent tribunal under applicable foreign Law, (iii) unfair there is no labor practicesstrike, and (iv) occupational safety and health and immigrationslowdown, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted stoppage or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings material labor dispute pending or, to the knowledge of the ParentCompany, threatened against or involving the Parent Company or any of its Subsidiaries, (iv) to the Parent Subsidiaries in any forum by or on behalf knowledge of any present or former Parent Employee the Company, no representation question exists respecting the employees of the Company or any present of its Subsidiaries, (v) no collective bargaining agreement is currently being negotiated by the Company or former employee any of its Subsidiaries and neither the Company nor any Person providing services of its Subsidiaries is or has been a party to a collective bargaining agreement, (vi) neither the Company nor any Parent Entity for which Parent could reasonably be expected of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last three years, (vii) no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending and no claim thereunder exists or, to be liable thatthe Company’s knowledge, individually is threatened with respect to the Company’s or its Subsidiaries’ operations, (viii) neither the Company nor any of its Subsidiaries has any Equal Employment Opportunity Commission charges or other claims of employment discrimination pending or, to the Company’s best knowledge, currently threatened against the Company or any such Subsidiary, (ix) no wage and hour department investigation has been made of the Company or any of its Subsidiaries, (x) neither the Company nor any of its Subsidiaries had any occupational health and safety claims against the Company or any such Subsidiary, (xi) the Company and each of its Subsidiaries is in compliance in all material respects with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder (the “Immigration Laws”) and (xii) there has been no “mass layoff” or “plant closing” by the Company as defined in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment Federal Workers Adjustment Retraining and Notification Act (“WARN”) or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any state Law or regulation governing employment or the termination thereofequivalent, or any other discriminatorymass layoff or plant closing that would trigger notice pursuant to WARN or state Law equivalent, wrongful or tortious conduct on within ninety (90) days prior to the part Closing Date. To the knowledge of the Parent Company the Company and its Subsidiaries have never been the subject of any inspection or investigation relating to its compliance with or violation of the Parent Subsidiaries in connection Immigration Laws, nor have they been warned, fined or otherwise penalized by reason of any such failure to comply with the employment relationship thatImmigration Laws, individually nor is any such proceeding pending or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service to the Parent Company’s knowledge, threatened. Except as set forth on Schedule 4.12 of the Company Disclosure Schedule, there exist no employment, consulting, severance, indemnification agreements or deferred compensation agreements between the Company and any director, officer or employee of the Company or any Parent Subsidiary who is classified by agreement that would give any Person the Parent PALOALTO 66463 v1 (2K) -29- right to receive any payment from the Company as a result the Company Merger or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesBank Merger.
Appears in 2 contracts
Samples: Merger Agreement (BWC Financial Corp), Merger Agreement (BWC Financial Corp)
Labor and Other Employment Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) Neither no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against the Parent nor Company or any of the Parent its Subsidiaries by employees is a party to pending or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee associationthreatened, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect neither the Company nor any of its Subsidiaries is delinquent in payments to any Parent Employee during the last five (5) yearsof its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) to the knowledge Company and each of the Parentits Subsidiaries are in compliance with all applicable Laws respecting labor, there is no effort pending or threatened against the Parent or any Parent Subsidiaryemployment, fair employment practices, terms and conditions of employment, immigration, workers’ compensation, occupational safety, plant closings, and wage and hours, (iv) there the Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is no unfair labor practicenot liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, labor dispute (v) neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine individual grievancespayments to be made in the ordinary course of business consistent with past practice), (vi) there are no material pending claims against the Company or labor arbitration proceeding any of its Subsidiaries under any workers’ compensation plan or policy or for long term disability and (vii) there are no material controversies pending or, to the knowledge of the ParentCompany, threatened (including threatened lawsuits or claims), between the Company or any of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, as of the date hereof, no employees of the Company or any of its Subsidiaries are in any material respect in violation of any term of any employment Contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or such Subsidiary or to the use of trade secrets or proprietary information of others. As of the date hereof, no employee of the Company or any of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with respect the Company or any of its Subsidiaries.
(b) Neither the Company nor any of its Subsidiaries is a party to Parent Employeesor otherwise bound by any collective bargaining Contract with a labor union or labor organization, and (v) nor is any such Contract presently being negotiated. Since January 1, 2001 to the date hereof, there is no slowdown, work stoppage has not been a representation question respecting any of the employees of the Company or similar labor activity in effect orany of its Subsidiaries and, to the knowledge of the ParentCompany, threatened with respect there are no campaigns being conducted to solicit cards from employees of the Company or any of its Subsidiaries to authorize representation by any labor organization.
(c) The Company has identified in Section 4.13(c) of the Company Disclosure Letter and has made available to Parent Employees; excepttrue and complete copies of (i) all severance and employment agreements with directors, with respect officers or employees of or consultants to clauses the Company or any of its Subsidiaries, (ii) through all severance programs and policies of each of the Company and each of its Subsidiaries with or relating to its employees, and (viii) hereofall plans, as would not haveprograms, agreements and other arrangements of each of the Company and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. In no event will the Table of Contents execution and delivery of this Agreement or any other related agreement, the consummation of the transactions contemplated hereby or thereby, or the stockholder approval of the Merger (either alone or in conjunction with any other event, such as termination of employment) (x) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or any of its Subsidiaries or Affiliates from the Company or any of its Subsidiaries or Affiliates under any Company Benefit Plan or otherwise, (y) significantly increase any benefits otherwise payable under any Company Benefit Plan or otherwise, or (z) result in any acceleration of the time of payment or vesting of any benefits.
(d) Each current and, to the best of Company’s knowledge, former employee of the Company or any of its Subsidiaries who is or was engaged in the invention of products or development of technology or authoring of computer software or other copyrighted materials for the Company or any of its Subsidiaries has executed a written contract obligating such Person to assign to the Company or such Subsidiary all of his or her right, title and interest in any such invention, technology or work of authorship, except where the failure to have executed such a written contract would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Company Material Adverse Effect, any applicant for employment Effect or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct a material adverse effect on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany Key Product.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 2 contracts
Samples: Merger Agreement (Allergan Inc), Merger Agreement (Allergan Inc)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any As of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) date hereof, except as would not have, or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Effect on Fxxxxx and its Subsidiaries, taken as a whole, or as set forth in Section 3.2(h)(i) of the Fxxxxx Disclosure Schedule, (bA) The Parent no work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against Fxxxxx or any of its Subsidiaries are pending or, to the Knowledge of Fxxxxx, threatened, (B) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Fxxxxx, threatened against Fxxxxx or any of its Subsidiaries, (C) neither Fxxxxx 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 or amounts required to be reimbursed to such employees, (D) neither Fxxxxx nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, (E) no employee of Fxxxxx at the officer level or above has given written notice to Fxxxxx or any of its Subsidiaries that any such employee intends to terminate his or her employment with Fxxxxx or any of its Subsidiaries, (F) to the Knowledge of Fxxxxx, no employee of Fxxxxx or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by Fxxxxx or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by Fxxxxx or any of its Subsidiaries or to the use of trade secrets or proprietary information of others,(G) neither Fxxxxx nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices and the Parent (H) Fxxxxx and its Subsidiaries are, and have been, are in compliance in all material respects with all applicable Laws respecting (i) employment Applicable Laws, agreements, contracts, policies, plans and programs relating to employment, employment practices, (ii) compensation, benefits, hours, terms and conditions of employment and wages and hoursthe termination of employment, including but not limited to any obligations pursuant to the obligations Worker Adjustment and Retraining Notification Act of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary1988.
(cii) Except as set forth in Section 5.12(c3.2(h)(ii) of the Parent Fxxxxx Disclosure LetterSchedule, as of the date hereof,
(A) neither Fxxxxx nor any of its Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement or any other agreement, work rules or practices with a labor union, labor organization or works council, nor are any such agreements, work rules or practices presently being negotiated;
(B) none of the employees of Fxxxxx or any of its Subsidiaries is represented by any labor union, labor organization or works council in his or her capacity as an employee of Fxxxxx or any of its Subsidiaries;
(C) no labor union, labor organization or works council or group of employees of Fxxxxx or any of its Subsidiaries has made a pending demand for recognition or certification to Fxxxxx or any of its Subsidiaries, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge Knowledge of the ParentFxxxxx, threatened against to be brought or filed with the Parent NLRB or any other labor relations tribunal or authority; and
(D) to the Knowledge of Fxxxxx, no labor union, labor organization or works council is seeking to organize any employees of Fxxxxx or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectits Subsidiaries.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Apogent Technologies Inc)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries The Company and each Company Subsidiary is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, and wages and hours, including the obligations Title VII of the WARN Civil Rights Act of 1964, the Equal Pay Act of 1967, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, and the applicable rules and regulations adopted by those federal agencies responsible for the administration of such Laws (iii“Employment Practices”). Neither the Company nor any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business consistent with past practice). To the Knowledge of the Company, as of the date of this Agreement, (i) unfair labor practices, there are no Actions or investigations pending or scheduled by any Governmental Entity pertaining to the Employment Practices of the Company or any Company Subsidiary; and (ivii) occupational safety and health and immigration, except as set forth in Section 5.12(b) no material complaints relating to Employment Practices of the Parent Disclosure LetterCompany or any Company Subsidiary have been filed with any Governmental Entity or submitted in writing to the Company or any Company Subsidiary. To the Knowledge of the Company, neither Parent no event has occurred, nor does any Parent Subsidiary has implementedcondition or circumstance exist, conducted or experienced that would reasonably be expected to provide a “plant closing” or “mass layoff” as defined in basis for the WARN Act (commencement of any material labor strikes, slowdowns, work stoppages, lockouts, or any similar group personnel action requiring advance notice activity or dispute. To the Knowledge of the Company, the Company and the Company Subsidiaries are not engaged, and have never been engaged, in any unfair labor practice (as defined under the WARN National Labor Relations Act) affecting any site of employment and there is no charge or one or more facilities or operating units within any site of employment or facility of Parent complaint against the Company or any Parent Company Subsidiary by the National Labor Relations Board, any comparable state or foreign agency, or any individual, pending or, to the Knowledge of the Company, threatened.
(b) Neither the Company nor any Company Subsidiary is a party to or otherwise bound by any Contract that is a collective bargaining agreement or other agreement with any labor union or labor organization, 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 five years any campaigns to solicit cards from employees of the Company or any Company Subsidiary to authorize representation by any labor union or labor organization and, to the Knowledge of the Company, there are no current and there has not been at any time during the last five years any other union organizing activities concerning any employees of the Company or any Company Subsidiary. There are no current and, to the Knowledge of the Company, there have not been any labor strikes, slowdowns, work stoppages, lockouts, or any similar activity or dispute, affecting the Company or any Company Subsidiary during the last five years. The consent of, consultation of or the rendering of formal advice by any labor or trade union, works council or any other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the Transactions.
(c) Except as set forth Neither the Company nor any Company Subsidiary is delinquent in Section 5.12(c) payments to any of the Parent Disclosure Letterits employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. Other than normal accruals of wages during regular payroll cycles, there are no proceedings pending orarrearages in the payment of wages except for possible violations or arrearages, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable thatwhich, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectare not, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship thatand will not be, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectmaterial in magnitude.
(d) Each individual who renders service To the Knowledge of the Company, no employee of the Company or any Company Subsidiary is in material violation of any term of any employment Contract, non-disclosure or confidentiality agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the Parent right of any such employee to be employed by the Company or any Company Subsidiary by which the individual is employed because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(e) The Company and each Company Subsidiary is in compliance with the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other Governmental Entity. For the past two years, neither the Company nor any Company Subsidiary has taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or Liability under any other comparable state or local law in the United States. To the Knowledge of the Company, for the past two years, neither the Company nor any Company Subsidiary has taken any action that resulted in (or will result in) the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) The Company has made available to Parent a list, as of the date of this Agreement, of (i) the employee number of each employee that provides services to the Company or any Company Subsidiary and the country (and state, for those located in the U.S.) in which each such employee is based and primarily performs his or her duties or services (except where the disclosure of such information would be prohibited by data privacy/protection Laws without the employee’s consent); and (ii) each such person’s position or title, annual base salary or wages, date of hire, service credit date, visa status (if applicable) and the name of any applicable works council or collective bargaining agreement that applies to such person (a “Worker List”). As of the date of this Agreement, no officer or employee identified on the Worker List holding the position of senior vice president or above has terminated or has advised the Company or any Company Subsidiary in writing of his or her intention to terminate his or her relationship or status as an employee of the Company or the Company Subsidiary for any reason, including because of the consummation of the Transactions, and the Company and the Company Subsidiaries have no plans or intentions as of the date of this Agreement to terminate any such employee. The Company has delivered or made available, or will deliver or make available within 20 Business Days following the date of this Agreement, (A) a list of the number of Contingent Workers of the Company by jurisdiction as of the date of this Agreement, and (B) a list, as of the date of this Agreement of (i) the consultant number of each Consultant and (ii) each such person’s hourly or monthly fee, and (iii) the country in which such person is based and primarily performs his or her services.
(g) All current employees of the Company and any Company Subsidiary who work in the United States are, and all former employees of the Company or any Company Subsidiary who worked in the United States whose employment terminated, voluntarily or involuntarily, since October 1, 2011 were, legally authorized to work for the Company or the Company Subsidiary in the United States. The Company and any Company Subsidiary have completed and retained the necessary employment verification paperwork under the Immigration Reform and Control Act of 1986 for the employees hired prior to the Closing Date.
(h) The Compensation Committee of the Company Board is classified by (and at all times during the Parent or such Parent Subsidiarypast 18 months was, as applicableand at all times from the date of this Agreement through the Effective Time will be) composed solely of “independent directors” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto (each, as having an “Independent Director”). The Company Board, at a meeting duly called and held, has determined that each of the status members of the Compensation Committee of the Company Board is an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesIndependent Director.
Appears in 2 contracts
Samples: Merger Agreement (Concur Technologies Inc), Merger Agreement (Concur Technologies Inc)
Labor and Other Employment Matters. (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) Neither no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against the Parent nor Company or any of the Parent its Subsidiaries by employees is a party to pending or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee associationthreatened, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect neither the Company nor any of its Subsidiaries is delinquent in payments to any Parent Employee during the last five (5) yearsof its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) to the knowledge Company’s knowledge, the Company and each of the Parentits Subsidiaries are in material compliance with all applicable Laws respecting labor, there is no effort pending or threatened against the Parent or any Parent Subsidiaryemployment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wage and hours, (iv) there is are no unfair labor practice, labor dispute material pending claims against the Company or any of its Subsidiaries for workers’ compensation or long term disability benefits not covered under the Company’s or any of its Subsidiaries’ insurance policies and (other than routine individual grievancesv) or labor arbitration proceeding there are no material controversies pending or, to the knowledge of the ParentCompany, threatened threatened, between the Company or any of its Subsidiaries and any of their respective current or former employees, which controversies have or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. As of the date of this Agreement, no employee of the Company or any of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with respect the Company or any of its Subsidiaries.
(b) Neither the Company nor any of its Subsidiaries is a party to Parent Employeesor otherwise bound by any collective bargaining contract with a labor union or labor organization, and (v) there nor is no slowdown, work stoppage or similar labor activity in effect or, to any such contract presently being negotiated. To the knowledge of the ParentCompany, threatened with respect there are no campaigns being conducted to solicit cards from employees of the Company or any of its Subsidiaries to authorize representation by any labor organization.
(c) The Company has listed in Section 3.18(c) of the Company Disclosure Letter and has made available to Parent Employees; excepttrue and complete copies of (i) all severance and employment agreements with directors, with respect officers or employees of or consultants to clauses the Company or any of its Subsidiaries, (ii) through all severance programs and policies of each of the Company and each of its Subsidiaries with or relating to its employees, and (viii) hereofall plans, programs, agreements and other arrangements of each of the Company and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. Except as would not havelisted on Section 3.18(c) of the Company Disclosure Letter, in no event will the execution and delivery of this Agreement or any other related agreement, the consummation of the transactions contemplated hereby or thereby, or the stockholder approval of the Merger (either alone or in conjunction with any other event, such as termination of employment) (x) result in material payments (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any current or former director or any current or former employee or consultant of the Company or any of its Subsidiaries or Affiliates from the Company or any of its Subsidiaries or Affiliates under any Employee Benefit Plan or otherwise, (y) significantly increase any benefits otherwise payable under any Employee Benefit Plan or otherwise, or (z) result in any acceleration of the time of payment or vesting of any material benefits.
(d) To the Company’s knowledge, each current and former employee of the Company or any of its Subsidiaries who is or was engaged in the invention of products for the Company or any of its Subsidiaries has executed a written contract obligating such Person to assign to the Company or such Subsidiary all of his or her right, title and interest in any such invention, except where the failure to have executed such a written contract would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 2 contracts
Samples: Merger Agreement (Andrx Corp /De/), Merger Agreement (Watson Pharmaceuticals Inc)
Labor and Other Employment Matters. (a) (i) Section 3.14.1 The Company and each Company Subsidiary is in material compliance with all applicable Laws respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, compensation and benefits, and wages and hours. Neither the Parent Company nor any of Company Subsidiary is, or has been within the Parent Subsidiaries is past five years, a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries agreement. Except as has not had and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to haveresult in, individually or in the aggregate, a Parent Material Adverse Effectmaterial liability to the Company or any Company Subsidiary, neither the Company nor any Company Subsidiary has engaged in any unfair labor practice and there are no complaints against the Company or any Company Subsidiary pending before the National Labor Relations Board or any similar state, local or foreign labor agency by or on behalf of any employee of the Company or any Company Subsidiary. There are no representation questions, arbitration proceedings, labor strikes, slow downs or stoppages, grievances or other labor disputes pending or, to the Company’s knowledge, threatened with respect to the employees of the Company or any Company Subsidiary, and during the past five years, neither the Company nor any Company Subsidiary has experienced any strike, work stoppage, lock-up, slow-down or other material labor dispute or any attempt by organized labor to cause the Company or any Company Subsidiary to comply with or conform to demands of organized labor relating to its employees or recognize any union or collective bargaining units. None of Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice).
Section 3.14.2 The Company has identified in Section 3.14.2(a) of the Company Disclosure Schedule and has made available to Parent true and complete copies of (bA) The Parent all severance and employment agreements with directors, officers or employees of or consultants or independent contractors to the Parent Subsidiaries areCompany or any Company Subsidiary; (B) all severance programs and policies of the Company and each Company Subsidiary with or relating to its employees; and (C) all plans, programs, agreements and other arrangements of the Company and each Company Subsidiary with or relating to its directors, officers, employees, consultants or independent contractors which contain change in control provisions. Section 3.14.2(b) of the Company Disclosure Schedule lists each employee and consultant of the Company and each Company Subsidiary as of the date hereof (including title, position and date of hire or engagement), and have beenlists each such individual’s compensation (including base salary, in compliance in all material respects with all applicable Laws respecting (i) employment wages, rate of pay, bonus, incentive compensation and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except employee benefits).
Section 3.14.3 Except as set forth in Section 5.12(b) 3.14.3 of the Parent Company Disclosure LetterSchedule, neither Parent the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event, such as termination of employment) will (A) result in, directly or indirectly, any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any current or former director or employee of the Company or any Company Subsidiary or affiliate, from the Company or any Company Subsidiary or affiliate under any Company Benefit Plan or otherwise, (B) significantly increase any benefits otherwise payable under any Company Benefit Plan or (C) result in any acceleration of the time of payment or vesting of any material benefits.
Section 3.14.4 Neither the Company nor any Parent Company Subsidiary has implementedeffectuated, conducted within the past two years, a plant closing or experienced a “plant closing” or “mass layoff” , as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Worker Adjustment and Retraining Notification Act) , 29 U.S.C. §§ 2101, et. seq., affecting any site one or more sites of employment or one or more facilities or operating units within any site of employment or facility of Parent the Company or any Parent Company Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 2 contracts
Samples: Merger Agreement (Enliven Marketing Technologies Corp), Merger Agreement (DG FastChannel, Inc)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any The Company and each of the Parent its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) . Except as set forth in Section 5.12(c3.12(a) of the Parent Company Disclosure LetterSchedule, there are none of the Company or any of its Subsidiaries is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any of its Subsidiaries, and no proceedings collective bargaining agreement or other labor union contract is being negotiated by the Company or any of its Subsidiaries. There is no material labor dispute, strike, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the ParentCompany, threatened against threatened. To the Parent Company’s knowledge, no employee of the Company or any of the Parent its Subsidiaries is, in any forum by or on behalf material respect, in violation of any present or former Parent Employee term of any employment contract, non-disclosure agreement, non-competition agreement, or any present or restrictive covenant to a former employee employer relating to the right of any Person providing services such employee to be employed by the Company or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(b) The Company has identified in Section 3.12(b)(i) of the Company Disclosure Schedule and has made available to Acquiror true and complete copies of (i) all employment agreements that the Company or any of its Subsidiaries has with any directors, officers or employees of or consultants to the Company or any of its Subsidiaries, (ii) all Severance Arrangements, and (iii) all Change in Control Arrangements. Except as set forth in Section 3.12(b)(ii) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by the Company will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment or the increase of such payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any Parent Entity for director, officer, employee or consultant of the Company or any of its Subsidiaries from the Company or any of its Subsidiaries, (B) significantly increase any benefits otherwise payable, (C) result in any acceleration of the time of payment or vesting of or result in any payment or funding (through a grantor trust or otherwise) any compensation or benefits, under or pursuant to any such employment agreements or Severance or Change in Control Arrangements, (D) limit or restrict the right of the Company or, after the consummation of the transaction contemplated hereby, the Acquiror to merge, amend or terminate any of the Company Benefit Plans, or (E) result in payments under any of the Company Benefit Plans which Parent would not be deductible under Section 162(m) or Section 280(G) of the Code. No individual who is a party to any such employment agreement or a party to or covered by any such Severance or Change in Control Arrangements has terminated his or her employment or has been terminated, nor, to the Company’s knowledge, has any event occurred, other than the transactions contemplated by this Agreement, that has given or could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected give rise to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct severance obligation on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and Company under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitessuch agreement or arrangement.
Appears in 2 contracts
Samples: Merger Agreement (Foothill Independent Bancorp), Merger Agreement (Foothill Independent Bancorp)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any The Company and each of the Parent its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) . Except as set forth in Section 5.12(c3.12(a) of the Parent Company Confidential Disclosure LetterSchedule, there are none of the Company or any of its Subsidiaries is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any of its Subsidiaries, and no proceedings collective bargaining agreement or other labor union contract is being negotiated by the Company or any of its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the ParentCompany, threatened against threatened. To the Parent Company’s knowledge, no employee of the Company or any of the Parent its Subsidiaries is, in any forum by or on behalf material respect, in violation of any present or former Parent Employee or any present or former employee term of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereofnon-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(b) The Company has identified in Section 3.12(b) of the Company Confidential Disclosure Schedule and has made available to Parent true and complete copies of (i) all employment agreements that the Company or any of its Subsidiaries has with any directors, officers or employees of or consultants to the Company or any of its Subsidiaries, (ii) all Company Severance Arrangements, and (iii) all Company Change in Control Arrangements. Except as set forth in Section 3.12(b) of the Company Confidential Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Holding Company Merger or the Bank Merger by the Company will (either alone or in conjunction with any other discriminatoryevent, wrongful such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or tortious conduct otherwise) becoming due to any director, officer, employee or consultant of the Company or any of its Subsidiaries from the Company or any of its Subsidiaries, (B) increase any benefits otherwise payable or (C) result in any acceleration of the time of payment or vesting of any material benefits, under or pursuant to any such employment agreements or Company Severance or Change in Control Arrangements. No individual who is a party to any such employment agreement or a party to or covered by any such Company Severance or Change in Control Arrangements has terminated his or her employment or has been terminated, nor, to the Company’s knowledge, has any event occurred, other than the transactions contemplated by this Agreement, that has given or could be reasonably expected to give rise to a severance obligation on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and Company under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitessuch agreement or arrangement.
Appears in 2 contracts
Samples: Merger Agreement (Placer Sierra Bancshares), Merger Agreement (Southwest Community Bancorp)
Labor and Other Employment Matters. (a) (i) Neither the Parent Company nor any of the Parent Company Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent Company or any Parent Company Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been are no strikes, work stoppages, shutdowns, strikes or lockouts with respect to any Parent Employee during employees of the last five Company or any Company Subsidiary (5) years“Company Employees”), (iii) to the knowledge of the ParentCompany, there is no union organizing effort pending or threatened against the Parent Company or any Parent Company Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the ParentCompany, threatened with respect to Parent Company Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the ParentCompany, threatened with respect to Parent Company Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.
(b) The Parent Except for such matters as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and the Parent Company Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letterwould not have, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could and would not reasonably be expected to be liable thathave, individually or in the aggregate, would a Company Material Adverse Effect, there have been no written claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company or any Company Subsidiary at any time during the past four (4) years and, to the knowledge of the Company, no facts exist that could reasonably be expected to have a Parent Material Adverse Effectgive rise to such claims or actions.
(d) Except as would not have, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship thatand would not reasonably be expected to have, individually or in the aggregate, would reasonably be expected to have a Parent Company Material Adverse Effect, (i) any individual who performs services for the Company or any Company Subsidiary and who is not treated as an employee for federal income tax purposes by the Company or the Company Subsidiary is not an employee under applicable Law or for any purpose including, without limitation, for Tax withholding purposes or Company Benefit Plan purposes; (ii) the Company and the Company Subsidiaries have no liability by reason of an individual who performs or performed services for the Company or any Company Subsidiary in any capacity being improperly excluded from participating in a Company Benefit Plan; and (iii) each employee of the Company and the Company Subsidiaries has been properly classified as “exempt” or “non-exempt” under applicable Law.
(de) Each individual who renders service to The representations and warranties set forth in Sections 4.10 and 4.11 are the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-Company’s sole and exclusive representations and warranties regarding employee status for any purpose (including for purposes of taxation benefit and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisiteslabor matters.
Appears in 2 contracts
Samples: Merger Agreement (Cole Real Estate Investments, Inc.), Merger Agreement (American Realty Capital Properties, Inc.)
Labor and Other Employment Matters. (a) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, each of the Company and the Company Subsidiaries is in compliance with all applicable Laws respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, compensation and benefits and wages and hours.
(ib) Neither the Parent Company nor any of the Parent Subsidiaries Company Subsidiary is a party to or bound by any a collective bargaining agreement, contract or similar other agreement or work rules or practices understanding with any a labor union, works councilcouncil or other labor organization, and to the Company’s Knowledge, no labor union, works council or other labor organization has been certified to represent any employee or employee association applicable the Company or any Company Subsidiary or has applied to represent or is attempting to organize so as to represent such employees. To the Knowledge of the Company, within the last two years, there have not been any union organizing, representation or similar proceedings, or, the threat of any strikes, work slowdowns or similar organized actions, in each case by or with respect to employees of the Parent Company or any Parent Subsidiaryof its Subsidiaries.
(c) There is no pending or, nor are there any negotiations or discussions currently pending between to the Parent or the Parent Subsidiaries and any unionCompany’s Knowledge, threatened, work counselstoppage, slowdown or labor organization, strike against the Company or employee association, (ii) any Company Subsidiary and there have has been no strikessuch work stoppage, work stoppages, shutdowns, slowdown or lockouts with respect to labor strike against the Company or any Parent Employee during Company Subsidiary within the last five two years.
(5d) yearsExcept as, (iii) individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, each individual who performs or has performed services for the knowledge of the Parent, there is no effort pending or threatened against the Parent Company or any Parent Subsidiaryof its Subsidiaries has been properly classified as an employee or an independent contractor, and no such individual has been improperly excluded from any Benefit Plan.
(ive) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending orproceedings pending, or to the knowledge Knowledge of the ParentCompany, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectthreatened.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 2 contracts
Samples: Merger Agreement (Orbitz Worldwide, Inc.), Merger Agreement (Expedia, Inc.)
Labor and Other Employment Matters. (a) (iThe Company and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 3.11(a) Neither of the Parent nor Company Disclosure Schedule, none of the Company or any of the Parent its Subsidiaries is a party to or bound by any collective bargaining or similar other labor union contract applicable to persons employed by the Company or any of its Subsidiaries, and no collective bargaining agreement or work rules or practices with any other labor union, works council, labor organization or employee association applicable to employees of union contract is being negotiated by the Parent Company or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there its Subsidiaries. There is no effort pending labor dispute, strike, slowdown or threatened work stoppage against the Parent Company or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding of its Subsidiaries pending or, to the knowledge of the ParentCompany, threatened with which may interfere in any respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as that would not have, or would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(b) The Company has identified in Section 3.11(b) of the Company Disclosure Schedule and has made available to Parent true and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting complete copies of (i) employment all severance and employment practicesagreements with directors, officers or employees of or consultants to the Company or any of its Subsidiaries, (ii) terms all severance programs and conditions of employment and wages and hours, including the obligations policies of the WARN ActCompany and each of its Subsidiaries with or relating to its employees, and (iii) unfair labor practicesall plans, programs, agreements and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) other arrangements of the Parent Disclosure LetterCompany and each of its Subsidiaries with or relating to its directors, neither Parent nor any Parent Subsidiary has implementedofficers, conducted employees or experienced a “plant closing” or “mass layoff” as defined consultants which contain change in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) control provisions. Except as set forth in Section 5.12(c3.11(b) of the Parent Company Disclosure LetterSchedule, there are no proceedings pending or, to the knowledge none of the Parentexecution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, threatened against such as termination of employment) (A) result in any material payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Parent Company or any of its Subsidiaries or affiliates from the Parent Company or any of its Subsidiaries or affiliates under any Company Benefit Plan or otherwise, (B) significantly increase any benefits otherwise payable under any Company Benefit Plan or (C) result in any forum by acceleration of the time of payment or on behalf vesting of any present or former Parent Employee material benefits. No individual who is a party to an employment agreement listed in Section 3.11(b) of the Company Disclosure Schedule or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or agreement incorporating change in control provisions with the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for Company has terminated employment or classes of the foregoing alleging unpaid or overdue wages or compensation duebeen terminated, breach of nor has any express or implied employment contractevent occurred that could give rise to a termination event, violation of any Law or regulation governing employment or the termination thereofin either case under circumstances that has given, or any other discriminatorycould give, wrongful or tortious conduct rise to a material severance obligation on the part of the Parent Company under such agreement. Section 3.11(b) of the Company Disclosure Schedule sets forth all the amounts payable to the executives listed therein, as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination (including any cash-out or acceleration of options and restricted stock and any “gross-up” payments with respect to any of the Parent Subsidiaries in connection with foregoing), based on compensation data applicable as of the employment relationship that, individually or in date of the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany Disclosure Schedule and the assumptions stated therein.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 2 contracts
Samples: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Sorrento Networks Corp)
Labor and Other Employment Matters. (a) Except as set forth on Section 3.14(a) of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, or concerted work stoppage pending as of the date of this Agreement or, to the Company’s Knowledge, threatened, and (ii) since December 31, 2007, (A) none of the Company, any Company Subsidiary or CPS has experienced any labor strike or material labor dispute and (B) each of the Company, each Company Subsidiary and CPS has complied with all material applicable labor Laws in connection with the employment of its employees. Neither the Parent Company nor any of the Parent Subsidiaries Company Subsidiary nor CPS is a party to or bound by subject to, or currently negotiating in connection with entering into, any collective bargaining or similar agreement or work rules other contract or practices arrangement with any a labor union, works council, union or other labor organization or employee association applicable to employees of recognizing it as the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between employees' representative. To the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the ParentCompany’s Knowledge, there is no effort pending or threatened against activity involving any employees of the Parent Company or any Parent Subsidiary, Company Subsidiary seeking to certify a collective bargaining unit or engaging in any other organizational activity.
(ivb) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Each of the ParentCompany, threatened each Company Subsidiary and CPS is in compliance with respect to Parent Employeesall applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and (v) there is no slowdownwages and hours, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, result in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiaryliability.
(c) Except as set forth in Section 5.12(c) The Compensation Committee of the Parent Disclosure LetterCompany Board is (and at all times during the past twelve (12) months was, there are no proceedings pending or, and at all times from the date of this Agreement to the knowledge first date on which the Parent’s designees constitute a majority of the ParentCompany Board pursuant to Section 1.4 will be) composed solely of “independent directors” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto (“Independent Directors”). The Company Board, threatened against the Parent or any at a meeting duly called and held, has determined that each of the Parent Subsidiaries members of the Compensation Committee of the Company Board is an Independent Director. On or prior to the date hereof, the Compensation Committee of the Company Board, at a meeting duly called and held, approved each Company Compensation Arrangement as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”), and has taken all other action necessary to satisfy the requirements of the non-exclusive safe-harbor with respect to such Company Compensation Arrangements in accordance to Rule 14d-10(d)(2) under the Exchange Act. For purposes of this Agreement, “Company Compensation Arrangement” means (i) any forum by employment agreement, severance agreement or change of control agreement between the Company, any Company Subsidiary or CPS, on behalf the one hand, and any holder of any present Shares who is or former Parent Employee was a director, officer or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany, any applicant for employment Company Subsidiary or classes of CPS, on the foregoing alleging unpaid or overdue wages or compensation dueother hand, breach of entered into during the twelve (12) months immediately prior to the date hereof, and (ii) any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereofCompany Options awarded to, or any other discriminatoryacceleration of vesting of any Company Options held by, wrongful any holder of Shares who is or tortious conduct on the part was a director, officer or employee of the Parent of Company, any of Company Subsidiary or CPS during the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
twelve (d12) Each individual who renders service months immediately prior to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesdate hereof.
Appears in 2 contracts
Samples: Merger Agreement (General Electric Co), Merger Agreement (Clarient, Inc)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent EmployeesExcept as has not had, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.
(b) The Parent , each of the Company and the Parent Subsidiaries are, each Company Subsidiary is and have been, has been in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, fair employment practices, (ii) terms and conditions of employment employment, workers' compensation, occupational safety, plant closings, and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) . Except as set forth in Section 5.12(c) 4.11 of the Parent Company Disclosure Letter, there are no proceedings pending or, to Letter or as would not individually or in the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could aggregate reasonably be expected to have a Company Material Adverse Effect, with respect to the Company and each Company Subsidiary: (i) there are no pending, or to Company's knowledge threatened, labor or employment claims, including any Action alleging unlawful harassment, employment discrimination, unfair labor practices, unpaid wages, unlawful wage or immigration practices, or unlawful tax withholding practices that would reasonably be liable thatexpected, individually or in the aggregate, would reasonably be expected to have a Parent Company Material Adverse Effect; (ii) no Company or Company Subsidiary is a party to any collective bargaining agreement or any collective bargaining relationship; (iii) to the Company's knowledge, any applicant for employment no union organizing activities are underway or classes threatened and no such activities have occurred within the past three (3) years; (iv) there is no strike, slowdown, work stoppage, lockout or other material labor dispute underway, or to the Company's knowledge, threatened; and (v) within the past three (3) years, no plant closing or layoff of employees has been implemented that required notice under the foregoing alleging unpaid or overdue wages or compensation dueWorker Adjustment and Retraining Notification Act of 1988, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereofas amended, or any other discriminatorysimilar foreign, wrongful state or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship thatlocal law, individually regulation or in the aggregateordinance, would reasonably be expected to have a Parent Material Adverse Effectwhich notice was not given.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent EmployeesExcept as has not had, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.
(b) The Parent , each of the Company and the Parent Subsidiaries are, each Company Subsidiary is and have been, has been in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) . Except as set forth in Section 5.12(c) 4.11 of the Parent Company Disclosure Letter, with respect to the Company and each Company Subsidiary: (i) there are no proceedings pending orpending, or to the Company’s knowledge of the Parentthreatened, threatened against the Parent labor or employment claims, including any of the Parent Subsidiaries in any forum by Action alleging unlawful harassment, employment discrimination, unfair labor practices, unpaid wages, unlawful wage or on behalf of any present immigration practices, or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could unlawful tax withholding practices that would reasonably be expected to be liable thatexpected, individually or in the aggregate, would reasonably be expected to have a Parent Company Material Adverse Effect; (ii) no Company or Company Subsidiary is a party to any collective bargaining agreement or any collective bargaining relationship; (iii) to the Company’s knowledge, any applicant for employment no union organizing activities are underway or classes threatened and no such activities have occurred within the past five (5) years; (iv) there is no strike, slowdown, work stoppage, lockout or other material labor dispute underway, or to the Company’s knowledge, threatened, and no such dispute has occurred in the past five (5) years; and (v) within the past three (3) years, no plant closing or layoff of employees has been implemented that required notice under the foregoing alleging unpaid or overdue wages or compensation dueWorker Adjustment and Retraining Notification Act of 1988, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereofas amended, or any other discriminatorysimilar foreign, wrongful state or tortious conduct on local law, regulation or ordinance (collectively, the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect“WARN Act”).
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) Except as disclosed in Section 5.10 of the Invitation Homes Disclosure Letter, (i) Neither the Parent nor any of the Parent Subsidiaries no Invitation Homes Entity is a party to or bound by any collective bargaining or similar agreement Collective Bargaining Agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee associationInvitation Homes Entity, (ii) as of the date hereof, there have been are no strikes, work stoppages, shutdowns, strikes or lockouts with respect to any Parent Employee during the last five employees of any Invitation Homes Entity (5) years“Invitation Homes Employees”), (iii) to the knowledge of Invitation Homes, as of the Parentdate hereof, there is no union organizing effort pending or threatened against the Parent or any Parent SubsidiaryInvitation Homes Entity, (iv) as of the date hereof, there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the ParentInvitation Homes, threatened with respect to Parent Invitation Homes Employees, and (v) as of the date hereof, there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the ParentInvitation Homes, threatened with respect to Parent Invitation Homes Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent an Invitation Homes Material Adverse Effect.
(b) The Parent and Except for such matters as would not have, or would not reasonably be expected to have, individually or in the Parent Subsidiaries aggregate, an Invitation Homes Material Adverse Effect, the Invitation Homes Entities are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and employment, (iii) wages and hours, including (iv) the obligations proper classification of employees as exempt or non-exempt from laws requiring the WARN Actpayment of overtime; (v) the proper classification of individuals as non-employee contractors, (iiivi) unfair labor practices, and (ivvii) occupational safety and health and immigration. Except as, except individually or in the aggregate, has not had and would not reasonably be expected to have an Invitation Homes Material Adverse Effect, each Invitation Homes Employee has been properly classified as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closingexempt” or “mass layoffnon-exempt” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiaryapplicable Law.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letterwould not have, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could and would not reasonably be expected to be liable thathave, individually or in the aggregate, would an Invitation Homes Material Adverse Effect, as of the date hereof, there have been no written claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer, or director of any Invitation Homes Entity at any time since January 1, 2016 and, to the knowledge of Invitation Homes, no facts exist that could reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment give rise to such claims or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectactions.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, Except as would not have, or would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, (i) no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against Parent or any applicant of its Subsidiaries by employees is pending or threatened, (ii) neither Parent 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 or amounts required to be reimbursed to such employees, (iii) Parent and each of its Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wage and hours, (iv) Parent and each of its Subsidiaries has withheld all amounts required by Law or classes by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing alleging unpaid foregoing, (v) neither Parent nor any of its Subsidiaries is liable for any payment to any trust or overdue wages other fund or to any Governmental Entity, with respect to unemployment compensation duebenefits, breach social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice), (vi) there are no material pending claims against Parent or any express of its Subsidiaries under any workers’ compensation plan or implied employment contractpolicy or for long term disability and (vii) there are no material controversies pending or, to the knowledge of Parent, threatened, between Parent or any of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To Parent’s knowledge, as of the date hereof, no employees of Parent or any of its Subsidiaries are in any material respect in violation of any Law or regulation governing term of any employment or the termination thereofContract, non-disclosure agreement, noncompetition agreement, or any other discriminatoryrestrictive covenant to a former employer relating to the right of any such employee to be employed by Parent or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by Parent or such Subsidiary or to the use of trade secrets or proprietary information of others. As of the date hereof, wrongful no employee of Parent or tortious conduct on any of its Subsidiaries, at the part officer level or above, has given notice to Parent or any of its Subsidiaries that any such employee intends to terminate his or her employment with Parent or any of its Subsidiaries.
(b) Neither Parent nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining Contract with a labor union or labor organization, nor is any such Contract presently being negotiated. From January 1, 2001 to the date hereof, there has not been a representation question respecting any of the employees of Parent or any of its Subsidiaries and, to the knowledge of Parent, there are no campaigns being conducted to solicit cards from employees of Parent or any of its Subsidiaries to authorize representation by any labor organization.
(c) Parent has identified in Section 4.14(c) of the Parent Disclosure Letter and has made available to the Company true and complete copies of (i) all severance and employment agreements with directors, officers or employees of or consultants to Parent or any of its Subsidiaries, (ii) all severance programs and policies of each of Parent and each of its Subsidiaries with or relating to its employees, and (iii) all plans, programs, agreements and other arrangements of each of Parent and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. In no event will the execution and delivery of this Agreement or any other related agreement, the consummation of the transactions contemplated hereby or thereby, or the stockholder approval of the Merger (either alone or in conjunction with any other event, such as termination of employment) (x) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of Parent or any of its Subsidiaries or Affiliates from Parent or any of its Subsidiaries or Affiliates under any Parent Benefit Plan or otherwise, (y) significantly increase any benefits otherwise payable under any Parent Benefit Plan or otherwise, or (z) result in any acceleration of the time of payment or vesting of any benefits.
(d) Each current and, to the best of Parent’s knowledge, former employee of Parent or any of its Subsidiaries who is or was engaged in the invention of products or development of technology or authoring of computer software or other copyrighted materials for Parent or any of its Subsidiaries has executed a written contract obligating such Person to assign to Parent or such Subsidiary all of his or her right, title and interest in connection with any such invention, technology or work of authorship, except where the employment relationship thatfailure to have executed such a written contract would not, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectEffect or a material adverse effect on a Parent Key Product.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Samples: Merger Agreement (Inamed Corp)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any As of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) date hereof, except as would not have, or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Effect on Apogent and its Subsidiaries, taken as a whole, or as set forth in Section 3.1(h)(i) of the Apogent Disclosure Schedule, (bA) The Parent no work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against Apogent or any of its Subsidiaries are pending or, to the Knowledge of Apogent, threatened, (B) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Apogent, threatened against Apogent or any of its Subsidiaries, (C) neither Apogent 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 or amounts required to be reimbursed to such employees, (D) neither Apogent nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, (E) no employee of Apogent, at the officer level or above, has given written notice to Apogent or any of its Subsidiaries that any such employee intends to terminate his or her employment with Apogent or any of its Subsidiaries, (F) to the Knowledge of Apogent, no employee of Apogent or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by Apogent or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by Apogent or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, (G) neither Apogent nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices and the Parent (H) Apogent and its Subsidiaries are, and have been, are in compliance in all material respects with all applicable Laws respecting (i) employment laws, agreements, contracts, policies, plans and programs relating to employment, employment practices, (ii) compensation, benefits, hours, terms and conditions of employment and wages and hoursthe termination of employment, including but not limited to any obligations pursuant to the obligations Worker Adjustment and Retraining Notification Act of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary1988.
(cii) Except as set forth in Section 5.12(c3.1(h)(ii) of the Parent Apogent Disclosure LetterSchedule, as of the date hereof,
(A) neither Apogent nor any of its Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement or any other agreement, work rules or practices with a labor union, labor organization or works council, nor are any such agreements, work rules or practices presently being negotiated;
(B) none of the employees of Apogent or any of its Subsidiaries is represented by any labor union, labor organization or works council in his or her capacity as an employee of Apogent or any of its Subsidiaries;
(C) no labor union, labor organization or works council or group of employees of Apogent or any of its Subsidiaries has made a pending demand for recognition or certification to Apogent or any of its Subsidiaries, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge Knowledge of the ParentApogent, threatened against to be brought or filed with the Parent National Labor Relations Board ("NLRB") or any other labor relations tribunal or authority; and
(D) to the Knowledge of Apogent, no labor union, labor organization or works council is seeking to organize any employees of Apogent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectits Subsidiaries.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) Except as disclosed in Section 4.10 of the Starwood Waypoint Disclosure Letter, (i) Neither the Parent nor any of the Parent Subsidiaries no Starwood Waypoint Entity is a party to or bound by any collective bargaining or similar agreement (a “Collective Bargaining Agreement”) or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee associationStarwood Waypoint Entity, (ii) as of the date hereof, there have been are no strikes, work stoppages, shutdowns, strikes or lockouts with respect to any Parent Employee during the last five employees of any Starwood Waypoint Entity (5) years“Starwood Waypoint Employees”), (iii) to the knowledge of Starwood Waypoint, as of the Parentdate hereof, there is no union organizing effort pending or threatened against the Parent or any Parent SubsidiaryStarwood Waypoint Entity, (iv) as of the date hereof, there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the ParentStarwood Waypoint, threatened with respect to Parent Starwood Waypoint Employees, and (v) as of the date hereof, there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the ParentStarwood Waypoint, threatened with respect to Parent Starwood Waypoint Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Starwood Waypoint Material Adverse Effect.
(b) The Parent and Except for such matters as would not have, or would not reasonably be expected to have, individually or in the Parent Subsidiaries aggregate, a Starwood Waypoint Material Adverse Effect, the Starwood Waypoint Entities are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and employment, (iii) wages and hours, including (iv) the obligations proper classification of employees as exempt or non-exempt from laws requiring the WARN Actpayment of overtime; (v) the proper classification of individuals as non-employee contractors, (iiivi) unfair labor practices, and (ivvii) occupational safety and health and immigration. Except as, except individually or in the aggregate, has not had and would not reasonably be expected to have a Starwood Waypoint Material Adverse Effect, each Starwood Waypoint Employee has been properly classified as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closingexempt” or “mass layoffnon-exempt” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiaryapplicable Law.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letterwould not have, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could and would not reasonably be expected to be liable thathave, individually or in the aggregate, would a Starwood Waypoint Material Adverse Effect, as of the date hereof, there have been no written claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer, trustee or director of any Starwood Waypoint Entity at any time since January 5, 2016 and, to the knowledge of Starwood Waypoint, no facts exist that could reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment give rise to such claims or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectactions.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither None of the Parent employees of Company or any of its Subsidiaries is represented in his or her capacity as an employee of such company by any labor organization; neither the Company nor any of its Subsidiaries has recognized any labor organization nor has any labor organization been elected as the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with agent of any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries their employees; and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the ParentCompany, there is no effort pending active or threatened against current union organization activity involving the Parent employees of the Company or any Parent Subsidiaryof its Subsidiaries, nor has there ever been union representation involving employees of the Company or any of its Subsidiaries.
(b) The Company has made available to Buyer a description of all material written employment policies under which the Company and each of its Subsidiaries is operating, and has provided to Buyer true and complete copies of (i) all severance and employment agreements with directors, officers or employees of or consultants to the Company or each of its Subsidiaries, (ii) all severance programs and policies of each of the Company and each of its Subsidiaries with or relating to its employees, and (iii) all plans, programs, agreements and other arrangements of each of the Company and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. Neither the execution and delivery of this Agreement or other related agreements, nor the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such as termination of employment) (i) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or each of its Subsidiaries from the Company or any of its Subsidiaries under any Company Employee Plan or otherwise, (ii) significantly increase any benefits otherwise payable under any Company Employee Plan or (iii) result in any acceleration of the time of payment or vesting of any benefits.
(c) Except where the failure to so be in compliance or the liabilities, claims and controversies referenced, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, (i) neither the 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 or amounts required to be reimbursed to such employees, (ii) the Company and each of its Subsidiaries is in compliance with all applicable laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers' compensation, occupational safety, plant closings, and wage and hours, (iii) the Company and each of its Subsidiaries has withheld all amounts required by applicable law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, (iv) there neither the Company nor any of its Subsidiaries is no unfair labor practiceliable for any payment to any trust or other fund or to any Governmental Entity, labor dispute with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine individual grievancespayments to be made in the ordinary course of business consistent with past practice), (v) there are no pending claims against the Company or labor arbitration proceeding any of its Subsidiaries under any workers' compensation plan or policy or for long term disability and (vi) there are no controversies pending or, to the knowledge of the ParentCompany, threatened with respect to Parent Employeesthreatened, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to between the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent Company or any of the Parent its Subsidiaries in and any forum by or on behalf of any present their respective current or former Parent Employee employees, which controversies have or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable thatresult in an action, individually suit, proceeding, claim, arbitration or in investigation before any Governmental Entity. To the aggregateCompany's knowledge, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes as of the foregoing alleging unpaid date of this Agreement, no employees of the Company or overdue wages or compensation due, breach any of its Subsidiaries is in any express or implied employment contract, material respect in violation of any Law or regulation governing term of any employment or the termination thereofContract, non-disclosure agreement, noncompetition agreement, or any other discriminatory, wrongful restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or tortious conduct on the part any of its Subsidiaries because of the Parent nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the Parent use of trade secrets or proprietary information of others. As of the date hereof, no employee of the Company or any of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries in connection that any such employee intends to terminate his or her employment with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service to the Parent Company or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesits Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Photomedex Inc)
Labor and Other Employment Matters. (a) .
(i) Neither the Parent WPG nor any of the Parent Subsidiaries WPG Subsidiary is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent WPG or any Parent WPG Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been are no strikes, work stoppages, shutdowns, strikes or lockouts with respect to any Parent Employee during the last five employees of WPG or any WPG Subsidiary (5) years“WPG Employees”), (iii) to the knowledge of the ParentWPG, there is no union organizing effort pending or threatened against the Parent WPG or any Parent WPG Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the ParentWPG, threatened with respect to Parent WPG Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the ParentWPG, threatened with respect to Parent WPG Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent WPG Material Adverse Effect.
(b) The Parent Except for such matters as would not have, or would not reasonably be expected to have, individually or in the aggregate, a WPG Material Adverse Effect, WPG and the Parent WPG Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and employment, (iii) wages and hours, including the obligations of the WARN Act, (iiiiv) unfair labor practices, and (ivv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) . Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable thatas, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent WPG Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each each individual who renders service services to the Parent WPG or any Parent WPG Subsidiary who is classified by the Parent WPG or such Parent WPG Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose purposes (including for purposes of taxation and tax Tax reporting and participation under any Parent Employee WPG Benefit Plans) is properly so characterized. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a WPG Material Adverse Effect, each WPG Employee has been properly classified as “exempt” or “non-exempt” under applicable Law.
(c) Except as would not have, and treated would not reasonably be expected to have, individually or in accordance with applicable Laws and for purposes the aggregate, a WPG Material Adverse Effect, there have been no written claims of all Parent Employee Benefit Plans and perquisitesharassment, discrimination, retaliatory act or similar actions against any employee, officer, or director of WPG or any WPG Subsidiary at any time since January 1, 2012 and, to the knowledge of WPG, no facts exist that could reasonably be expected to give rise to such claims or actions.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither the Parent nor Vitas and each of its Subsidiaries is in material compliance with all applicable laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of Vitas or any of the Parent its Subsidiaries is a party to or bound by any collective bargaining or similar other labor union contract applicable to persons employed by Vitas or any of its Subsidiaries, and no collective bargaining agreement or work rules or practices with any other labor union, works council, labor organization or employee association applicable to employees of the Parent union contract is being negotiated by Vitas or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there its Subsidiaries. There is no effort pending labor dispute, strike, slowdown or threatened work stoppage against the Parent Vitas or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding of its Subsidiaries pending or, to the knowledge Knowledge of Vitas, threatened which may interfere in any respect that would have a Vitas Material Adverse Effect with the respective business activities of Vitas or any of its Subsidiaries. To the Knowledge of Vitas, no employee of Vitas or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by Vitas or such Subsidiary because of the Parent, threatened with respect nature of the business conducted or presently proposed to Parent Employees, and (v) there is no slowdown, work stoppage be conducted by it or similar labor activity in effect or, to the knowledge use of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, trade secrets or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectproprietary information of others.
(b) The Parent Vitas has identified in Section 2.15(b) of the Vitas Disclosure Schedule and has made available to the Parent Subsidiaries are, Company true and have been, in compliance in all material respects with all applicable Laws respecting complete copies of (i) employment all severance and employment practicesagreements with directors, officers or employees of, or consultants to, Vitas or any of its Subsidiaries, (ii) terms all severance programs and conditions policies of employment Vitas and wages each of its Subsidiaries with or relating to its employees, and hours, including the obligations of the WARN Act, (iii) unfair labor practicesall plans, programs, agreements and (iv) occupational safety other arrangements of Vitas and health each of its Subsidiaries with or relating to its directors, officers, employees or consultants that contain change in control provisions. All such plans, programs, agreements and immigration, except as set forth other arrangements have been maintained in compliance with Section 5.12(b) 409A of the Parent Disclosure LetterCode and Treasury Regulations thereunder. None of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, neither Parent nor such as termination of employment) (i) result in any Parent Subsidiary has implementedpayment (including, conducted without limitation, severance, unemployment compensation, parachute or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (otherwise) becoming due to any director or any similar group personnel action requiring advance notice under the WARN Act) affecting any site employee of employment or one or more facilities or operating units within any site of employment or facility of Parent Vitas or any Parent Subsidiaryof its Subsidiaries or Affiliates from Vitas or any of its Subsidiaries or Affiliates under any Vitas Plan (as hereinafter defined) or otherwise, (ii) significantly increase any benefits otherwise payable under any Vitas Plan or (iii) result in any acceleration of the time of payment or vesting of any material benefits.
(c) Except as set forth in Section 5.12(c2.15(c) of the Parent Vitas Disclosure LetterSchedule, there are no proceedings pending orneither Vitas nor any of its Subsidiaries is (i) subject to any obligation to pay health insurance premiums or make any other payments under any health insurance plan, (ii) obligated to make any payments or provide any benefits under COBRA to any former employee, to the knowledge of the Parent, threatened against the Parent make any payments or provide any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services other benefits to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereofformer employee, or to pay any other discriminatorycosts associated with any former employee, wrongful nor (iii) subject to any outstanding insurance claims or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectworker’s compensation claims.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any Each of the Parent Company and the Company Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, immigration, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, layoffs, affirmative action, worker classification, compensation and benefits, wages and hours, including leaves of absence, equal employment opportunity, non-harassment, non-discrimination, collective bargaining and the obligations payment of social security and similar employment taxes. The Company is not liable for the payment of any fines, penalties or other amounts for the failure to comply with any of the WARN Actforegoing requirements of Law.
(b) Neither the Company nor any Company Subsidiary is a party to, (iii) unfair labor practicesbound by or in material breach or default under any collective bargaining agreement or other labor-related agreement, and (iv) occupational safety and health and immigrationto the Company’s Knowledge, except as set forth in Section 5.12(b) no labor union or other labor-related organization or association represents or has been certified to represent any employee of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (Company or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment Company Subsidiary or one has applied to represent or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiaryis attempting to organize so as to represent such employees.
(c) Except as set forth in Section 5.12(c) of To the Parent Disclosure LetterCompany’s Knowledge, there are is no proceedings pending oror threatened work stoppage, to the knowledge of the Parentslowdown, threatened labor strike, material labor dispute or labor or employment-related Proceeding against the Parent Company or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany Subsidiary.
(d) Each individual who renders service The Company is not and has not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or (iii) required to maintain an affirmative action plan.
(e) To the Company’s Knowledge, no current employee of the Company or any Company Subsidiary at or above the level of vice president or managing director presently intends to terminate his or her employment.
(f) To the Company’s Knowledge, no employee of the Company or any Company Subsidiary 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, restrictive covenant or other obligation: (i) to the Parent Company or any Parent Company Subsidiary who is classified or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Parent Company or such Parent Subsidiaryany Company Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information.
(g) Since January 1, as applicable2015, as having the status Company has not implemented, and does not intend to implement, any plant closing or layoff of an independent contractor employees that could implicate the WARN Act or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitessimilar Law.
Appears in 1 contract
Samples: Merger Agreement (Gannett Co., Inc.)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, Except as would not have, or would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Company Material Adverse Effect.
(b) The Parent , each of the Company and the Parent Subsidiaries are, and have been, Company Subsidiary is in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and including Laws concerning wages and hours, including the obligations classification and payment of the WARN Actemployees and independent contractors, (iii) immigration, fair employment practices, workers’ compensation, occupational safety, and plant closings, and are not and have not been engaged in any unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” practice as defined in the WARN Act National Labor Relations Act. Neither the Company nor the Company Subsidiary is a party to any collective bargaining or other Contract with a labor union or other employee representative, and no such Contract is being negotiated by the Company or the Company Subsidiary. There currently is no labor dispute, picketing, strike, work slowdown, lockout or work stoppage against the Company or the Company Subsidiary pending and, to the knowledge of the Company, none are threatened. None of the employees of the Company or the Company Subsidiary are represented by a labor union. To the Company’s knowledge, there is no effort by or on behalf of any labor union to organize any such employee, and there have been no such efforts for the past three (3) years. To the knowledge of the Company, no petition has been filed or proceedings instituted by any labor union or other labor organization with the National Labor Relations Board or other labor relations authority seeking recognition or certification as the bargaining representative of any employee or group of employees of the Company or the Company Subsidiary. To the knowledge of the Company, there is no unfair labor practice charge pending before the National Labor Relations Board or any other labor relations tribunal. To the Company’s knowledge, no employee of the Company or the Company Subsidiary is in material violation of any employment Contract, non-disclosure agreement, noncompetition agreement, or restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or the Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(b) Other than as disclosed in Section 3.13(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event, including termination of employment), will (i) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any current or former director or employee of, or other service provider to, the Company or the Company Subsidiary, or to any Governmental Entity or other Person on behalf of any such director, employee or service provider, from the Company or the Company Subsidiary or any affiliate under any Company Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any Company Benefit Plan, or (iii) result in any acceleration of the time of payment or vesting of any benefits.
(c) Since January 1, 2012, neither the Company nor the Company Subsidiary has effectuated a ‘plant closing’ or ‘mass layoff,’ as defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101, et. seq., or any similar group personnel action requiring advance notice under state Law (all such Laws, the “WARN Act) ”), affecting any site one or more sites of employment or one or more facilities or operating units within any site of employment or facility of Parent the Company or the Company Subsidiary, and neither the Company nor the Company Subsidiary has been affected by any Parent transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state or local analog to the WARN Act. No arbitration, court decision or governmental order to which the Company or the Company Subsidiary is a party or is subject in any way limits or restricts the Company or the Company Subsidiary from relocating or closing any of the operations of the Company or the Company Subsidiary.
(cd) Except True and complete information as set forth in Section 5.12(cto the name, current job title and compensation for the last three (3) fiscal years of all executive officers of the Parent Disclosure Letter, there are no proceedings pending orCompany and the Company Subsidiary has been provided to Parent. As of the date hereof, to the knowledge of the ParentCompany, threatened against no current executive or key employee has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Parent Company or any the Company Subsidiary. No executive or key employee of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment Company or the termination thereof, Company Subsidiary is employed under a non-immigrant work visa or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries work authorization that is limited in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectduration.
(de) Each individual who renders service As of the date hereof, (i) there is no (A) lawsuit pending or (B) to the Parent knowledge of the Company, lawsuit threatened or charge, investigation, audit or review pending or threatened, by or before a Governmental Entity naming the Company or the Company Subsidiary as a party concerning employment-related matters, and (ii) there are no outstanding orders, judgments or decrees of, or before, any Parent Governmental Entity concerning employment related matters naming the Company or the Company Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesa party.
Appears in 1 contract
Samples: Merger Agreement (Iparty Corp)
Labor and Other Employment Matters. (a) (iThe Company and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. Except as set forth in Section 3.11(a) Neither of the Parent nor Company Disclosure Schedule, none of the Company or any of the Parent its Subsidiaries is a party to or bound by any collective bargaining or similar other labor union contract applicable to persons employed by the Company or any of its Subsidiaries, and no collective bargaining agreement or work rules or practices with any other labor union, works council, labor organization or employee association applicable to employees of union contract is being negotiated by the Parent Company or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there its Subsidiaries. There is no effort pending labor dispute, strike, slowdown or threatened work stoppage against the Parent Company or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding of its Subsidiaries pending or, to the knowledge of the ParentCompany, threatened which may interfere in any respect that would have a Material Adverse Effect with the respective business activities of the Company or any of its Subsidiaries. The Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, a former employer relating to the knowledge right of any such employee to be employed by the Company or such Subsidiary because of the Parent, threatened with respect nature of the business conducted or presently proposed to Parent Employees; except, with respect be conducted by it or to clauses (ii) through (v) hereof, as would not have, the use of trade secrets or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectproprietary information of others.
(b) The Parent Company has identified in Section 3.11(b) of the Company Disclosure Schedule and the Parent Subsidiaries are, has made available to Zhone true and have been, in compliance in complete copies of (A) all material respects with all applicable Laws respecting (i) employment severance and employment practicesagreements with directors, officers or employees of or consultants to the Company or any of its Subsidiaries, (iiB) terms all severance programs and conditions of employment and wages and hours, including the obligations policies of the WARN Act, (iii) unfair labor practicesCompany and each of its Subsidiaries with or relating to its employees, and (ivC) occupational safety all plans, programs, agreements and health and immigration, except as set forth in Section 5.12(b) other arrangements of the Parent Disclosure LetterCompany and each of its Subsidiaries with or relating to its directors, neither Parent nor any Parent Subsidiary has implementedofficers, conducted employees or experienced a “plant closing” or “mass layoff” as defined consultants which contain change in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) control provisions. Except as set forth in Section 5.12(c3.11(b) of the Parent Company Disclosure LetterSchedule, there are no proceedings pending or, to the knowledge none of the Parentexecution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, threatened against such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Parent Company or any of its Subsidiaries or affiliates from the Parent Company or any of its Subsidiaries or affiliates under any Company Benefit Plan or otherwise, (B) significantly increase any benefits otherwise payable under any Company Benefit Plan or (C) result in any forum by acceleration of the time of payment or on behalf vesting of any present or former Parent Employee material benefits. No individual who is a party to an employment agreement listed in Section 3.11(b) of the Company Disclosure Schedule or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or agreement incorporating change in control provisions with the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for Company has terminated employment or classes of the foregoing alleging unpaid or overdue wages or compensation duebeen terminated, breach of nor has any express or implied employment contractevent occurred that could give rise to a termination event, violation of any Law or regulation governing employment or the termination thereofin either case under circumstances that has given, or any other discriminatorycould give, wrongful or tortious conduct rise to a severance obligation on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany under such agreement.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) Except as individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Subsidiary has complied and is in compliance with all Laws relating to labor, employment and employment practices, including those Laws governing employee classification, wage and hour, wage payment and compensation, employee benefits, leaves of absence, non-discrimination, anti-harassment, anti-retaliation, whistleblowing, health and safety, workers’ compensation, and immigration.
(ib) Except as individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to plant closings, including the Worker Adjustment and Retraining Notification Act and any similar or local “mass layoff” or “plant closing” Law (“WARN”). There has been no “mass layoff” or “plant closing” as defined by WARN with respect to the Company or any Company Subsidiary within the last six (6) months.
(c) Neither the Parent Company nor any of the Parent Subsidiaries Company Subsidiary is a party or subject to any labor union or bound by any collective bargaining agreement, and, to the Company’s knowledge, none of the Company’s or similar agreement any Company Subsidiary’s personnel are represented by a labor organization and no organizational effort is presently being made or work rules threatened by or practices with on behalf of any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts union with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is Company Employees. There are no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the ParentCompany, threatened with respect to Parent Employeesmaterial labor disputes, and (v) there is no slowdownstrike, lock-out, work stoppage stoppages, requests for representation, pickets or similar labor activity work slow-downs against the Company or any Company Subsidiary.
(d) Except as individually or in effect orthe aggregate, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would have not have, or had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the ParentCompany, threatened investigations, audits, complaints or proceedings against the Parent Company or any of the Parent Subsidiaries in any forum Company Subsidiary by or on behalf of before any present or former Parent Employee or Governmental Authority involving any present applicant for employment, any current or former employee of or any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes class of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectforegoing.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) (iThe Company and each of its Subsidiaries is in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.10(a) Neither of the Parent nor Company Disclosure Schedule, none of the Stockholder, the Company or any of the Parent its Subsidiaries is a party to or bound by any collective bargaining or similar other labor union contract applicable to persons employed by the Company or any of its Subsidiaries, and no collective bargaining agreement or work rules or practices with any other labor union, works council, labor organization or employee association applicable to employees of union contract is being negotiated by the Parent Company or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there its Subsidiaries. There is no effort pending labor dispute, strike, slowdown or threatened work stoppage against the Parent Company or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding of its Subsidiaries pending or, to the knowledge of the ParentCompany, threatened which may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. The Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, a former employer relating to the knowledge right of any such employee to be employed by the Company or such Subsidiary because of the Parent, threatened with respect nature of the business conducted or presently proposed to Parent Employees; except, with respect be conducted by it or to clauses (ii) through (v) hereof, as would not have, the use of trade secrets or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectproprietary information of others.
(b) The Stockholder has identified in Section 3.10(b) of the Company Disclosure Schedule and has made available to Parent true and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting complete copies of (i) employment all severance and employment practicesagreements with directors, officers or employees of or consultants to the Company or any of its Subsidiaries, (ii) terms all severance programs and conditions of employment and wages and hours, including the obligations policies of the WARN ActStockholder, the Company and each of its Subsidiaries with or relating to the employees of the Company and its Subsidiaries, and (iii) unfair labor practicesall plans, programs, agreements and (iv) occupational safety other arrangements of Stockholder, the Company and health and immigrationeach of its Subsidiaries with or relating to the directors, except as set forth in Section 5.12(b) officers, employees or consultants of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined Company and its Subsidiaries which contain change in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) control provisions. Except as set forth in Section 5.12(c3.10(b) of the Parent Company Disclosure LetterSchedule, there are no proceedings pending or, to the knowledge none of the Parentexecution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, threatened against such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any current or former employee, director or consultant of the Parent Company or any of its Subsidiaries or affiliates from the Parent Company or any of its Subsidiaries or affiliates under any Company Benefit Plan or otherwise, (B) significantly increase any benefits otherwise payable under any Company Benefit Plan or (C) result in any forum by acceleration of the time of payment or on behalf vesting of any present or former Parent Employee material benefits. As of the date of this Agreement, no individual who is a party to an employment agreement listed in Section 3.10(b) of the Company Disclosure Schedule or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or agreement incorporating change in control provisions with the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for Company has terminated employment or classes of the foregoing alleging unpaid or overdue wages or compensation duebeen terminated, breach of nor has any express or implied employment contractevent occurred that could give rise to a termination event, violation of any Law or regulation governing employment or the termination thereofin either case under circumstances that has given, or any other discriminatorycould give, wrongful or tortious conduct rise to a severance obligation on the part of the Parent Company under such agreement. Section 3.10(b) of the Company Disclosure Schedule sets forth all the amounts payable to the persons listed therein, as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination (including any cash-out or acceleration of options and restricted stock and any “gross-up” payments with respect to any of the Parent Subsidiaries in connection with foregoing), based on compensation data applicable as of the employment relationship that, individually or in date of the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany Disclosure Schedule and the assumptions stated therein.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) .
(a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) Neither no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against the Parent nor Company or any of the Parent its Subsidiaries by employees is a party to pending or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee associationthreatened, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect neither the Company nor any of its Subsidiaries is delinquent in payments to any Parent Employee during the last five (5) yearsof its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) to the knowledge Company and each of the Parentits Subsidiaries are in compliance with all applicable Laws respecting labor, there is no effort pending or threatened against the Parent or any Parent Subsidiaryemployment, fair employment practices, terms and conditions of employment, workers' compensation, occupational safety, plant closings, and wage and hours, (iv) there the Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is no unfair labor practicenot liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, labor dispute (v) neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine individual grievancespayments to be made in the ordinary course of business consistent with past practice), (vi) there are no material pending claims against the Company or labor arbitration proceeding any of its Subsidiaries under any workers' compensation plan or policy or for long term disability and (vii) there are no material controversies pending or, to the knowledge of the ParentCompany, threatened threatened, between the Company or any of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company's knowledge, as of the date hereof, no employees of the Company or any of its Subsidiaries are in any material respect in violation of any term of any employment Contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or such Subsidiary or to the use of trade secrets or proprietary information of others. As of the date hereof, no employee of the Company or any of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with respect the Company or any of its Subsidiaries.
(b) Neither the Company nor any of its Subsidiaries is a party to Parent Employeesor otherwise bound by any collective bargaining Contract with a labor union or labor organization, and (v) nor is any such Contract presently being negotiated. From January 1, 2001 to the date hereof, there is no slowdown, work stoppage has not been a representation question respecting any of the employees of the Company or similar labor activity in effect orany of its Subsidiaries and, to the knowledge of the ParentCompany, threatened with respect there are no campaigns being conducted to solicit cards from employees of the Company or any of its Subsidiaries to authorize representation by any labor organization.
(c) The Company has identified in Section 3.14(c) of the Company Disclosure Letter and has made available to Parent Employees; excepttrue and complete copies of (i) all severance and employment agreements with directors, with respect officers or employees of or consultants to clauses the Company or any of its Subsidiaries, (ii) through all severance programs and policies of each of the Company and each of its Subsidiaries with or relating to its employees, and (viii) hereofall plans, as would not haveprograms, agreements and other arrangements of each of the Company and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. In no event will the execution and delivery of this Agreement or any other related agreement, the consummation of the transactions contemplated hereby or thereby, or the stockholder approval of the Merger (either alone or in conjunction with any other event, such as termination of employment) (x) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or any of its Subsidiaries or Affiliates from the Company or any of its Subsidiaries or Affiliates under any Company Benefit Plan or otherwise, (y) significantly increase any benefits otherwise payable under any Company Benefit Plan or otherwise, or (z) result in any acceleration of the time of payment or vesting of any benefits.
(d) Each current and, to the best of Company's knowledge, former employee of the Company or any of its Subsidiaries who is or was engaged in the invention of products or development of technology or authoring of computer software or other copyrighted materials for the Company or any of its Subsidiaries has executed a written contract obligating such Person to assign to the Company or such Subsidiary all of his or her right, title and interest in any such invention, technology or work of authorship, except where the failure to have executed such a written contract would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Company Material Adverse Effect, any applicant for employment Effect or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct a material adverse effect on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany Key Product.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither None of the Parent employees of Company or any of its Subsidiaries is represented in his or her capacity as an employee of such company by any labor organization; neither the Company nor any of its Subsidiaries has recognized any labor organization nor has any labor organization been elected as the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with agent of any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries their employees; and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the ParentCompany, there is no effort pending active or threatened against current union organization activity involving the Parent employees of the Company or any Parent Subsidiaryof its Subsidiaries, nor has there ever been union representation involving employees of the Company or any of its Subsidiaries.
(b) The Company has made available to Buyer a description of all material written employment policies under which the Company and each of its Subsidiaries is operating, and has provided to Buyer true and complete copies of (i) all severance and employment agreements with directors, officers or employees of or consultants to the Company or each of its Subsidiaries, (ii) all severance programs and policies of each of the Company and each of its Subsidiaries with or relating to its employees, and (iii) all plans, programs, agreements and other arrangements of each of the Company and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. Neither the execution and delivery of this Agreement or other related agreements, nor the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such as termination of employment) (i) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or each of its Subsidiaries from the Company or any of its Subsidiaries under any Company Employee Plan or otherwise, (ii) significantly increase any benefits otherwise payable under any Company Employee Plan or (iii) result in any acceleration of the time of payment or vesting of any benefits.
(c) Except where the failure to so be in compliance or the liabilities, claims and controversies referenced, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, (i) neither the 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 or amounts required to be reimbursed to such employees, (ii) the Company and each of its Subsidiaries is in compliance with all applicable laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wage and hours, (iii) the Company and each of its Subsidiaries has withheld all amounts required by applicable law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, (iv) there neither the Company nor any of its Subsidiaries is no unfair labor practiceliable for any payment to any trust or other fund or to any Governmental Entity, labor dispute with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine individual grievancespayments to be made in the ordinary course of business consistent with past practice), (v) there are no pending claims against the Company or labor arbitration proceeding any of its Subsidiaries under any workers’ compensation plan or policy or for long term disability and (vi) there are no controversies pending or, to the knowledge of the ParentCompany, threatened with respect to Parent Employeesthreatened, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to between the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent Company or any of the Parent its Subsidiaries in and any forum by or on behalf of any present their respective current or former Parent Employee employees, which controversies have or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable thatresult in an action, individually suit, proceeding, claim, arbitration or in investigation before any Governmental Entity. To the aggregateCompany’s knowledge, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes as of the foregoing alleging unpaid date of this Agreement, no employees of the Company or overdue wages or compensation due, breach any of its Subsidiaries is in any express or implied employment contract, material respect in violation of any Law or regulation governing term of any employment or the termination thereofContract, non-disclosure agreement, noncompetition agreement, or any other discriminatory, wrongful restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or tortious conduct on the part any of its Subsidiaries because of the Parent nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the Parent use of trade secrets or proprietary information of others. As of the date hereof, no employee of the Company or any of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries in connection that any such employee intends to terminate his or her employment with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service to the Parent Company or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesits Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Procyte Corp /Wa/)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any Each of the Parent Subsidiaries Company, Company LP and each Company Subsidiary is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and with respect to labor, employment, employee classification, fair employment practices, (ii) unfair labor practices, terms and conditions of employment employment, workers’ compensation, occupational safety and health, plant closings, wages and hours, including the obligations immigration, leasing and supply of the WARN Act, (iii) unfair labor practicestemporary and contingent staff, and (iv) occupational safety and health and immigrationengagement of independent contractors, except as set forth in Section 5.12(b) including proper classification of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) same. Except as set forth in Section 5.12(c) 4.11 of the Parent Company Disclosure Letter, there are none of the Company, Company LP or any Company Subsidiary or, to the knowledge of the Company, any Company Property Manager, is (or has been in the past five (5) years) a party to or bound by any collective bargaining agreement, or party to or bound by any other agreement with a labor union that contains a neutrality or accretion clause, and no labor union has in the past five (5) years been certified to represent any employee of the Company, Company LP or any Company Subsidiary or, to the knowledge of the Company, any Company Property Manager (or individual over whom the Company, Company LP, any Company Subsidiary or any Company Property Manager has a joint employment relationship), or has demanded, applied, or threatened to demand or apply, to represent or is attempting to organize so as to represent such employees, including any representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. There is no pending or, to the knowledge of the ParentCompany, threatened work stoppage, slowdown, lockout, material arbitration, or material grievance, labor strike, picketing, or other material labor disputes against the Parent Company, Company LP or any Company Subsidiary, or, to the knowledge of the Parent Subsidiaries Company, any Company Property Manager, or at any Company Property, and no such activity has occurred in the past three (3) years. None of the Company, Company LP or any forum by or on behalf Company Subsidiary has any material outstanding liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), as a result of any present action taken by the Company, Company LP or former Parent Employee a Company Subsidiary. None of the Company, Company LP or any present or former employee of Company Subsidiary has any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries outstanding material liability in connection with the termination of employment relationship thatof its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and none of the Company, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service to the Parent Company LP or any Parent Company Subsidiary who is classified by the Parent has any outstanding material liability for failure to provide information or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and to consult with employees under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesemployment Laws.
Appears in 1 contract
Samples: Merger Agreement (RLJ Lodging Trust)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any As of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) date hereof, except as would not have, or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Effect on Xxxxxx and its Subsidiaries, taken as a whole, or as set forth in Section 3.2(h)(i) of the Xxxxxx Disclosure Schedule, (bA) The Parent no work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against Xxxxxx or any of its Subsidiaries are pending or, to the Knowledge of Xxxxxx, threatened, (B) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Xxxxxx, threatened against Xxxxxx or any of its Subsidiaries, (C) neither Xxxxxx 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 or amounts required to be reimbursed to such employees, (D) neither Xxxxxx nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, (E) no employee of Xxxxxx at the officer level or above has given written notice to Xxxxxx or any of its Subsidiaries that any such employee intends to terminate his or her employment with Xxxxxx or any of its Subsidiaries, (F) to the Knowledge of Xxxxxx, no employee of Xxxxxx or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by Xxxxxx or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by Xxxxxx or any of its Subsidiaries or to the use of trade secrets or proprietary information of others,(G) neither Xxxxxx nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices and the Parent (H) Xxxxxx and its Subsidiaries are, and have been, are in compliance in all material respects with all applicable Laws respecting (i) employment laws, agreements, contracts, policies, plans and programs relating to employment, employment practices, (ii) compensation, benefits, hours, terms and conditions of employment and wages and hoursthe termination of employment, including but not limited to any obligations pursuant to the obligations Worker Adjustment and Retraining Notification Act of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary1988.
(cii) Except as set forth in Section 5.12(c3.2(h)(ii) of the Parent Xxxxxx Disclosure LetterSchedule, as of the date hereof,
(A) neither Xxxxxx nor any of its Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement or any other agreement, work rules or practices with a labor union, labor 41 organization or works council, nor are any such agreements, work rules or practices presently being negotiated;
(B) none of the employees of Xxxxxx or any of its Subsidiaries is represented by any labor union, labor organization or works council in his or her capacity as an employee of Xxxxxx or any of its Subsidiaries;
(C) no labor union, labor organization or works council or group of employees of Xxxxxx or any of its Subsidiaries has made a pending demand for recognition or certification to Xxxxxx or any of its Subsidiaries, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge Knowledge of the ParentXxxxxx, threatened against to be brought or filed with the Parent NLRB or any other labor relations tribunal or authority; and
(D) to the Knowledge of Xxxxxx, no labor union, labor organization or works council is seeking to organize any employees of Xxxxxx or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectits Subsidiaries.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) Except as set forth on Section 3.14(a) of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, or concerted work stoppage pending as of the date of this Agreement or, to the Company’s Knowledge, threatened, and (ii) since December 31, 2007, (A) none of the Company, any Company Subsidiary or CPS has experienced any labor strike or material labor dispute and (B) each of the Company, each Company Subsidiary and CPS has complied with all material applicable labor Laws in connection with the employment of its employees. Neither the Parent Company nor any of the Parent Subsidiaries Company Subsidiary nor CPS is a party to or bound by subject to, or currently negotiating in connection with entering into, any collective bargaining or similar agreement or work rules other contract or practices arrangement with any a labor union, works council, union or other labor organization or employee association applicable to employees of recognizing it as the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between employees' representative. To the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the ParentCompany’s Knowledge, there is no effort pending or threatened against activity involving any employees of the Parent Company or any Parent Subsidiary, Company Subsidiary seeking to certify a collective bargaining unit or engaging in any other organizational activity.
(ivb) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Each of the ParentCompany, threatened each Company Subsidiary and CPS is in compliance with respect to Parent Employeesall applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and (v) there is no slowdownwages and hours, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, result in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiaryliability.
(c) Except as set forth in Section 5.12(c) The Compensation Committee of the Parent Disclosure LetterCompany Board is (and at all times during the past twelve (12) months was, there are no proceedings pending or, and at all times from the date of this Agreement to the knowledge first date on which the Parent’s designees constitute a majority of the ParentCompany Board pursuant to Section 1.4 will be) composed solely of “independent directors” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto (“Independent Directors”). The Company Board, threatened against the Parent or any at a meeting duly called and held, has determined that each of the Parent Subsidiaries members of the Compensation Committee of the Company Board is an Independent Director. On or prior to the date hereof, the Compensation Committee of the Company Board, at a meeting duly called and held, approved each Company Compensation Arrangement as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)
(1) under the Exchange Act (an “Employment Compensation Arrangement”), and has taken all other action necessary to satisfy the requirements of the non-exclusive safe-harbor with respect to such Company Compensation Arrangements in accordance to Rule 14d-10(d)(2) under the Exchange Act. For purposes of this Agreement, “Company Compensation Arrangement” means (i) any forum by employment agreement, severance agreement or change of control agreement between the Company, any Company Subsidiary or CPS, on behalf the one hand, and any holder of any present Shares who is or former Parent Employee was a director, officer or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany, any applicant for employment Company Subsidiary or classes of CPS, on the foregoing alleging unpaid or overdue wages or compensation dueother hand, breach of entered into during the twelve (12) months immediately prior to the date hereof, and (ii) any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereofCompany Options awarded to, or any other discriminatoryacceleration of vesting of any Company Options held by, wrongful any holder of Shares who is or tortious conduct on the part was a director, officer or employee of the Parent of Company, any of Company Subsidiary or CPS during the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
twelve (d12) Each individual who renders service months immediately prior to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesdate hereof.
Appears in 1 contract
Samples: Merger Agreement
Labor and Other Employment Matters. (a) (i) Neither the Parent nor and each of its Subsidiaries is in material compliance with all applicable laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of Parent or any of the Parent its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any other labor union, works council, labor organization or employee association union contract applicable to employees of the persons employed by Parent or any Parent Subsidiaryof its Subsidiaries, nor are there any negotiations and no collective bargaining agreement or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, other labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there union contract is no effort pending or threatened against the being negotiated by Parent or any Parent Subsidiary, (iv) there of its Subsidiaries. There is no unfair labor practicedispute, labor dispute (other than routine individual grievances) strike, slowdown or labor arbitration proceeding work stoppage against Parent or any of its Subsidiaries pending or, to the knowledge Knowledge of the Parent, threatened with which may interfere in any respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as that would not have, or would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect with the respective business activities of Parent or any of its Subsidiaries. To the Knowledge of Parent, no employee of Parent or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by Parent or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth has identified in Section 5.12(b2.15(b) of the Parent Disclosure LetterSchedule and has made available to the Company true and complete copies of (i) all severance and employment agreements with directors, neither officers or employees of, or consultants to, Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under of its Subsidiaries, (ii) all severance programs and policies of Parent and each of its Subsidiaries with or relating to its employees, and (iii) all plans, programs, agreements and other arrangements of Parent and each of its Subsidiaries with or relating to its directors, officers, employees or consultants that contain change in control provisions. All such plans, programs, agreements and other arrangements have been maintained in compliance with Section 409A of the WARN ActCode and Treasury Regulations thereunder. None of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment) affecting (i) result in any site of employment payment (including, without limitation, severance, unemployment compensation, parachute or one otherwise) becoming due to any director or more facilities or operating units within any site of employment or facility employee of Parent or any of its Subsidiaries or Affiliates from Parent Subsidiaryor any of its Subsidiaries or Affiliates under any Parent Plan (as hereinafter defined) or otherwise, (ii) significantly increase any benefits otherwise payable under any Parent Plan or (iii) result in any acceleration of the time of payment or vesting of any material benefits.
(c) Except as set forth in Section 5.12(c2.15(c) of the Parent Disclosure LetterSchedule, there are no proceedings pending orneither Parent nor any of its Subsidiaries is (i) subject to any obligation to pay health insurance premiums or make any other payments under any health insurance plan, (ii) obligated to make any payments or provide any benefits under COBRA to any former employee, to the knowledge of the Parent, threatened against the Parent make any payments or provide any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services other benefits to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereofformer employee, or to pay any other discriminatorycosts associated with any former employee, wrongful nor (iii) subject to any outstanding insurance claims or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectworker’s compensation claims.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither the Parent nor and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of Parent or any of the Parent its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any other labor union, works council, labor organization or employee association union contract applicable to employees of the persons employed by Parent or any Parent Subsidiaryof its Subsidiaries, nor are there any negotiations and no collective bargaining agreement or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, other labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there union contract is no effort pending or threatened against the being negotiated by Parent or any Parent Subsidiary, (iv) there of its Subsidiaries. There is no unfair labor practicedispute, labor dispute (other than routine individual grievances) strike, slowdown or labor arbitration proceeding work stoppage against Parent or any of its Subsidiaries pending or, to the knowledge of the Parent, threatened which may interfere in any respect that would have a Material Adverse Effect with the respective business activities of Parent or any of its Subsidiaries. To Parent’s knowledge, no employee of Parent or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, a former employer relating to the knowledge right of any such employee to be employed by Parent or such Subsidiary because of the Parent, threatened with respect nature of the business conducted or presently proposed to Parent Employees; except, with respect be conducted by it or to clauses (ii) through (v) hereof, as would not have, the use of trade secrets or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectproprietary information of others.
(b) The Parent has identified in Section 3.11(b) of Parent Disclosure Schedule and has made available to the Company true and complete copies of (A) all severance and employment agreements with directors, officers or employees of or consultants to Parent or any of its Subsidiaries, (B) all severance programs and policies of Parent and the Parent each of its Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practicesor relating to its employees, and (ivC) occupational safety all plans, programs, agreements and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility other arrangements of Parent and each of its Subsidiaries with or any Parent Subsidiary.
(c) relating to its directors, officers, employees or consultants which contain change in control provisions. Except as set forth in Section 5.12(c3.11(b) of the Parent Disclosure LetterSchedule, there are no proceedings pending or, to the knowledge none of the Parentexecution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, threatened against the such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of Parent or any of the its Subsidiaries or affiliates from Parent or any of its Subsidiaries or affiliates under any Parent Benefit Plan or otherwise, (B) significantly increase any benefits otherwise payable under any Parent Benefit Plan or (C) result in any forum by acceleration of the time of payment or on behalf vesting of any present or former material benefits. As of the date hereof, no individual who is a party to an employment agreement listed in Section 3.11(b) of Parent Employee Disclosure Schedule or any present or former employee of any Person providing services to any agreement incorporating change in control provisions with Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for has terminated employment or classes of the foregoing alleging unpaid or overdue wages or compensation duebeen terminated, breach of nor has any express or implied employment contractevent occurred that could give rise to a termination event, violation of any Law or regulation governing employment or the termination thereofin either case under circumstances that has given, or any other discriminatorycould give, wrongful or tortious conduct rise to a severance obligation on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectunder such agreement.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Samples: Merger Agreement (Corgentech Inc)
Labor and Other Employment Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) Neither no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against the Parent nor Company or any of the Parent its Subsidiaries by employees is a party to pending or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee associationthreatened, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect neither the Company nor any of its Subsidiaries is delinquent in payments to any Parent Employee during the last five (5) yearsof its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) to the knowledge Company and each of the Parentits Subsidiaries are in compliance with all applicable Laws respecting labor, there is no effort pending or threatened against the Parent or any Parent Subsidiaryemployment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wage and hours, (iv) there the Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is no unfair labor practicenot liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, labor dispute (v) neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine individual grievancespayments to be made in the ordinary course of business consistent with past practice), (vi) there are no material pending claims against the Company or labor arbitration proceeding any of its Subsidiaries under any workers’ compensation plan or policy or for long term disability and (vii) there are no material controversies pending or, to the knowledge of the ParentCompany, threatened threatened, between the Company or any of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, as of the date hereof, no employees of the Company or any of its Subsidiaries are in any material respect in violation of any term of any employment Contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or such Subsidiary or to the use of trade secrets or proprietary information of others. As of the date hereof, no employee of the Company or any of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with respect the Company or any of its Subsidiaries.
(b) Neither the Company nor any of its Subsidiaries is a party to Parent Employeesor otherwise bound by any collective bargaining Contract with a labor union or labor organization, and (v) nor is any such Contract presently being negotiated. From January 1, 2001 to the date hereof, there is no slowdown, work stoppage has not been a representation question respecting any of the employees of the Company or similar labor activity in effect orany of its Subsidiaries and, to the knowledge of the ParentCompany, threatened with respect there are no campaigns being conducted to solicit cards from employees of the Company or any of its Subsidiaries to authorize representation by any labor organization.
(c) The Company has identified in Section 3.14(c) of the Company Disclosure Letter and has made available to Parent Employees; excepttrue and complete copies of (i) all severance and employment agreements with directors, with respect officers or employees of or consultants to clauses the Company or any of its Subsidiaries, (ii) through all severance programs and policies of each of the Company and each of its Subsidiaries with or relating to its employees, and (viii) hereofall plans, as would not haveprograms, agreements and other arrangements of each of the Company and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. In no event will the execution and delivery of this Agreement or any other related agreement, the consummation of the transactions contemplated hereby or thereby, or the stockholder approval of the Merger (either alone or in conjunction with any other event, such as termination of employment) (x) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or any of its Subsidiaries or Affiliates from the Company or any of its Subsidiaries or Affiliates under any Company Benefit Plan or otherwise, (y) significantly increase any benefits otherwise payable under any Company Benefit Plan or otherwise, or (z) result in any acceleration of the time of payment or vesting of any benefits.
(d) Each current and, to the best of Company’s knowledge, former employee of the Company or any of its Subsidiaries who is or was engaged in the invention of products or development of technology or authoring of computer software or other copyrighted materials for the Company or any of its Subsidiaries has executed a written contract obligating such Person to assign to the Company or such Subsidiary all of his or her right, title and interest in any such invention, technology or work of authorship, except where the failure to have executed such a written contract would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Company Material Adverse Effect, any applicant for employment Effect or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct a material adverse effect on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany Key Product.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Samples: Merger Agreement (Inamed Corp)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, Except as would not have, or would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Company Material Adverse Effect.
(b) The Parent , each of the Company and the Parent Subsidiaries are, and have been, Company Subsidiary is in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and including Laws concerning wages and hours, including the obligations classification and payment of the WARN Actemployees and independent contractors, (iii) immigration, fair employment practices, workers’ compensation, occupational safety, and plant closings, and are not and have not been engaged in any unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” practice as defined in the WARN Act National Labor Relations Act. Neither the Company nor the Company Subsidiary is a party to any collective bargaining or other Contract with a labor union or other employee representative, and no such Contract is being negotiated by the Company or the Company Subsidiary. There currently is no labor dispute, picketing, strike, work slowdown, lockout or work stoppage against the Company or the Company Subsidiary pending and, to the knowledge of the Company, none are threatened. None of the employees of the Company or the Company Subsidiary are represented by a labor union. To the Company’s knowledge, there is no effort by or on behalf of any labor union to organize any such employee, and there have been no such efforts for the past three (3) years. To the knowledge of the Company, no petition has been filed or proceedings instituted by any labor union or other labor organization with the National Labor Relations Board or other labor relations authority seeking recognition or certification as the bargaining representative of any employee or group of employees of the Company or the Company Subsidiary. To the knowledge of the Company, there is no unfair labor practice charge pending before the National Labor Relations Board or any other labor relations tribunal. To the Company’s knowledge, no employee of the Company or the Company Subsidiary is in material violation of any employment Contract, non-disclosure agreement, noncompetition agreement, or restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or the Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(b) Other than as disclosed in Section 3.13(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event, including termination of employment), will (i) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any current or former director or employee of, or other service provider to, the Company or the Company Subsidiary, or to any Governmental Entity or other Person on behalf of any such director, employee or service provider, from the Company or the Company Subsidiary or any affiliate under any Company Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any Company Benefit Plan, or (iii) result in any acceleration of the time of payment or vesting of any benefits.
(c) Since January 1, 2012, neither the Company nor the Company Subsidiary has effectuated a ‘plant closing’ or ‘mass layoff,’ as defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101, et. seq., or any similar group personnel action requiring advance notice under state Law (all such Laws, the ‘‘WARN Act) ’’), affecting any site one or more sites of employment or one or more facilities or operating units within any site of employment or facility of Parent the Company or the Company Subsidiary, and neither the Company nor the Company Subsidiary has been affected by any Parent transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state or local analog to the WARN Act. No arbitration, court decision or governmental order to which the Company or the Company Subsidiary is a party or is subject in any way limits or restricts the Company or the Company Subsidiary from relocating or closing any of the operations of the Company or the Company Subsidiary.
(cd) Except True and complete information as set forth in Section 5.12(cto the name, current job title and compensation for the last three (3) fiscal years of all executive officers of the Parent Disclosure Letter, there are no proceedings pending orCompany and the Company Subsidiary has been provided to Parent. As of the date hereof, to the knowledge of the ParentCompany, threatened against no current executive or key employee has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Parent Company or any the Company Subsidiary. No executive or key employee of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment Company or the termination thereof, Company Subsidiary is employed under a non-immigrant work visa or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries work authorization that is limited in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectduration.
(de) Each individual who renders service As of the date hereof, (i) there is no (A) lawsuit pending or (B) to the Parent knowledge of the Company, lawsuit threatened or charge, investigation, audit or review pending or threatened, by or before a Governmental Entity naming the Company or the Company Subsidiary as a party concerning employment-related matters, and (ii) there are no outstanding orders, judgments or decrees of, or before, any Parent Governmental Entity concerning employment related matters naming the Company or the Company Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesa party.
Appears in 1 contract
Samples: Merger Agreement
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent EmployeesExcept as has not had, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.
(b) The Parent , each of the Company and the Parent Subsidiaries are, each Company Subsidiary is and have been, has been in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) . Except as set forth in Section 5.12(c) 4.11 of the Parent Company Disclosure Letter, there are no proceedings pending or, to Letter or as would not individually or in the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could aggregate reasonably be expected to have a Company Material Adverse Effect, with respect to the Company and each Company Subsidiary: (i) there are no pending, or to Company’s knowledge threatened, labor or employment claims, including any Action alleging unlawful harassment, employment discrimination, unfair labor practices, unpaid wages, unlawful wage or immigration practices, or unlawful tax withholding practices that would reasonably be liable thatexpected, individually or in the aggregate, would reasonably be expected to have a Parent Company Material Adverse Effect; (ii) no Company or Company Subsidiary is a party to any collective bargaining agreement or any collective bargaining relationship; (iii) to the Company’s knowledge, any applicant for employment no union organizing activities are underway or classes threatened and no such activities have occurred within the past three (3) years; (iv) there is no strike, slowdown, work stoppage, lockout or other material labor dispute underway, or to the Company’s knowledge, threatened; and (v) within the past three (3) years, no plant closing or layoff of employees has been implemented that required notice under the foregoing alleging unpaid or overdue wages or compensation dueWorker Adjustment and Retraining Notification Act of 1988, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereofas amended, or any other discriminatorysimilar foreign, wrongful state or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship thatlocal law, individually regulation or in the aggregateordinance, would reasonably be expected to have a Parent Material Adverse Effectwhich notice was not given.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Samples: Merger Agreement (Talbots Inc)
Labor and Other Employment Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) Neither no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against the Parent nor Company or any of the Parent its Subsidiaries by employees is a party to pending or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee associationthreatened, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect neither the Company nor any of its Subsidiaries is delinquent in payments to any Parent Employee during the last five (5) yearsof its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) to the knowledge Company and each of the Parentits Subsidiaries are in compliance with all applicable Laws respecting labor, there is no effort pending or threatened against the Parent or any Parent Subsidiaryemployment, fair employment practices, terms and conditions of employment, immigration, workers’ compensation, occupational safety, plant closings, and wage and hours, (iv) there the Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is no unfair labor practicenot liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, labor dispute (v) neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine individual grievancespayments to be made in the ordinary course of business consistent with past practice), (vi) there are no material pending claims against the Company or labor arbitration proceeding any of its Subsidiaries under any workers’ compensation plan or policy or for long term disability and (vii) there are no material controversies pending or, to the knowledge of the ParentCompany, threatened (including threatened lawsuits or claims), between the Company or any of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, as of the date hereof, no employees of the Company or any of its Subsidiaries are in any material respect in violation of any term of any employment Contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or such Subsidiary or to the use of trade secrets or proprietary information of others. As of the date hereof, no employee of the Company or any of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with respect the Company or any of its Subsidiaries.
(b) Neither the Company nor any of its Subsidiaries is a party to Parent Employeesor otherwise bound by any collective bargaining Contract with a labor union or labor organization, and (v) nor is any such Contract presently being negotiated. Since January 1, 2001 to the date hereof, there is no slowdown, work stoppage has not been a representation question respecting any of the employees of the Company or similar labor activity in effect orany of its Subsidiaries and, to the knowledge of the ParentCompany, threatened with respect there are no campaigns being conducted to solicit cards from employees of the Company or any of its Subsidiaries to authorize representation by any labor organization.
(c) The Company has identified in Section 4.13(c) of the Company Disclosure Letter and has made available to Parent Employees; excepttrue and complete copies of (i) all severance and employment agreements with directors, with respect officers or employees of or consultants to clauses the Company or any of its Subsidiaries, (ii) through all severance programs and policies of each of the Company and each of its Subsidiaries with or relating to its employees, and (viii) hereofall plans, as would not haveprograms, agreements and other arrangements of each of the Company and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. In no event will the execution and delivery of this Agreement or any other related agreement, the consummation of the transactions contemplated hereby or thereby, or the stockholder approval of the Merger (either alone or in conjunction with any other event, such as termination of employment) (x) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or any of its Subsidiaries or Affiliates from the Company or any of its Subsidiaries or Affiliates under any Company Benefit Plan or otherwise, (y) significantly increase any benefits otherwise payable under any Company Benefit Plan or otherwise, or (z) result in any acceleration of the time of payment or vesting of any benefits.
(d) Each current and, to the best of Company’s knowledge, former employee of the Company or any of its Subsidiaries who is or was engaged in the invention of products or development of technology or authoring of computer software or other copyrighted materials for the Company or any of its Subsidiaries has executed a written contract obligating such Person to assign to the Company or such Subsidiary all of his or her right, title and interest in any such invention, technology or work of authorship, except where the failure to have executed such a written contract would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Company Material Adverse Effect, any applicant for employment Effect or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct a material adverse effect on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany Key Product.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Samples: Merger Agreement (Inamed Corp)
Labor and Other Employment Matters. (a) Except as disclosed in Section 4.10 of the Glimcher Disclosure Letter, (i) Neither the Parent neither Glimcher nor any of the Parent Subsidiaries Glimcher Subsidiary is a party to or bound by any collective bargaining or similar agreement (a “Collective Bargaining Agreement”) or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent Glimcher or any Parent Glimcher Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been are no strikes, work stoppages, shutdowns, strikes or lockouts with respect to any Parent Employee during the last five employees of Glimcher or any Glimcher Subsidiary (5) years“Glimcher Employees”), (iii) to the knowledge of the ParentGlimcher, there is no union organizing effort pending or threatened against the Parent Glimcher or any Parent Glimcher Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the ParentGlimcher, threatened with respect to Parent Glimcher Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the ParentGlimcher, threatened with respect to Parent Glimcher Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Glimcher Material Adverse Effect.
(b) The Parent Except for such matters as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Glimcher Material Adverse Effect, Glimcher and the Parent Glimcher Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and employment, (iii) wages and hours, including the obligations of the WARN Act, (iiiiv) unfair labor practices, and (ivv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) . Each individual who renders service services to the Parent Glimcher or any Parent Glimcher Subsidiary who is classified by the Parent Glimcher or such Parent Glimcher Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose purposes (including for purposes of taxation and tax Tax reporting and participation under any Parent Employee Glimcher Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.so
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, Except as would not have, or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect.
(b) The Parent and , neither the Parent Company nor any of the Company Subsidiaries arehas any liability for misclassification of any person as an independent contractor rather than as an employee or as exempt versus non-exempt. Neither the Company nor any of the Company Subsidiaries is a party to any collective bargaining agreement with any labor union or works council representing any employee of the Company or any of the Company Subsidiaries, nor has any labor union or works council, within the past one year, filed a union election petition or similar document with a Governmental Entity seeking to, or outside the United States, otherwise formally sought to, represent any employee of the Company or any of the Company Subsidiaries, and have beenthere are not, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including to the obligations Knowledge of the WARN ActCompany, (iii) any ongoing union organizing activities against the Company or any of the Company Subsidiaries by any employees of the Company or any of the Company Subsidiaries. There are no unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted practice charges or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings complaints pending or, to the knowledge Knowledge of the ParentCompany, threatened against the Parent Company or any of the Parent Subsidiaries Company Subsidiaries, except, in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable thateach case, which, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect. Since July 1, 2010, there has not been any applicant for employment material labor strike, slow-down, or classes work stoppage against the Company or any of the foregoing alleging unpaid Company Subsidiaries, and no such material labor strike, slow-down, or overdue wages work stoppage is now pending or, to the Knowledge of the Company, threatened against the Company or compensation dueany of the Company Subsidiaries.
(b) The Compensation Committee of the Company Board is (and at all times during the past eighteen months was, breach and at all times from the date of this Agreement to the first date on which the Purchaser’s designees constitute a majority of the Company Board pursuant to Section 1.3 will be) composed solely of “independent directors” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto (“Independent Directors”). The Company Board, at a meeting duly called and held, has determined that each of the members of the Compensation Committee of the Company Board is an Independent Director. On or prior to the date hereof, the Compensation Committee of the Company Board, at a meeting duly called and held, approved each Company Compensation Arrangement as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”), and has taken all other action necessary to satisfy the requirements of the non-exclusive safe-harbor with respect to such Company Compensation Arrangements in accordance to Rule 14d-10(d)(2) under the Exchange Act. For purposes of this Agreement, “Company Compensation Arrangement” means (i) any express employment agreement, severance agreement or implied employment contractchange of control agreement between the Company or any Company Subsidiary, violation on the one hand, and any holder of Shares who is or was a director, officer or employee of the Company or any Law Company Subsidiary, on the other hand, entered into during the eighteen months immediately prior to the date hereof, and (ii) any Company Options, Company SARs or regulation governing employment or the termination thereofawards of Restricted Shares awarded to, or any other discriminatoryacceleration of vesting of any Company Options, wrongful Company SARs or tortious conduct on the part Restricted Shares held by, any holder of Shares who is or was a director, officer or employee of the Parent of Company or any of Company Subsidiary during the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service eighteen months immediately prior to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesdate hereof.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, Except as would not have, or would not reasonably be expected to have, individually or result in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and material liability to the Parent Subsidiaries areGroup, and have been, (i) each member of the Parent Group is in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, immigration, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, compensation and benefits, and wages and hours, including the obligations hours and (ii) there is no charge of the WARN Act, (iii) unfair labor discrimination in employment or employment practices, and (iv) occupational safety and health and immigrationfor any reason, except as set forth in Section 5.12(b) including, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the knowledge of Parent, threatened against any member of the Parent Disclosure LetterGroup before the United States Equal Employment Opportunity Commission, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under other Governmental Entity in any jurisdiction in which Parent has employed or currently employs any Service Provider. Except as would not reasonably be expected to result in material liability to the WARN ActParent Group, each Service Provider has been properly classified by the Parent Group as exempt or non-exempt and as an employee or non-employee.
(b) affecting Parent has made available to the Company true and complete copies of all collective bargaining agreements and other labor union Contracts (including all amendments thereto) to which it is a party that are applicable to any site employees of any member of the Parent Group (the “Parent CBAs”) in effect as of the date of this Agreement with respect to their employment with a member of the Parent Group. The consent of, consultation of or one the rendering of formal advice by any labor or more facilities or operating units within any site of employment or facility of Parent trade union, works council, or any other employee representative body is not required for Parent Subsidiaryto enter into this Agreement or to consummate any of the transactions contemplated thereby.
(c) Except as set forth would not reasonably be expected to result in Section 5.12(c) material liability to the Parent Group, as of the date of this Agreement:
i. no grievances, arbitrations or legal or administrative Proceedings which allege the violation of any Parent Disclosure Letter, CBA are pending;
ii. there are no proceedings labor strikes, slowdowns, work stoppages, picketings, negotiated industrial actions or lockouts pending or, to the knowledge of Parent, threatened, against any member of the Parent Group;
iii. to the knowledge of Parent, no labor union, labor organization or works council has made a pending demand for recognition or certification to any member of the Parent Group, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of Parent, threatened to be brought or filed with any labor relations tribunal or authority; and
iv. there is no unfair labor practice charge against the Parent or any member of the Parent Subsidiaries in Group pending before the National Mediation Board or any forum comparable labor relations authority and there is no pending or, to the knowledge of Parent, threatened grievance, charge, complaint, audit or investigation by or on behalf of before any present or former Parent Employee or any present or former employee of any Person providing services Governmental Entity with respect to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or Service Providers in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effecttheir capacities as such.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) (iParent and each of its Subsidiaries is in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 4.11(a) Neither the Parent nor any of the Parent Disclosure Schedule, none of Parent or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any other labor union, works council, labor organization or employee association union contract applicable to employees of the persons employed by Parent or any Parent Subsidiaryof its Subsidiaries, nor are there any negotiations and no collective bargaining agreement or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, other labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there union contract is no effort pending or threatened against the being negotiated by Parent or any Parent Subsidiary, (iv) there of its Subsidiaries. There is no unfair labor practicedispute, labor dispute (other than routine individual grievances) strike, slowdown or labor arbitration proceeding work stoppage against Parent or any of its Subsidiaries pending or, to the knowledge of the Parent, threatened which may interfere in any respect that would have a Material Adverse Effect with the respective business activities of Parent or any of its Subsidiaries. Parent has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act. To Parent’s knowledge, no employee of Parent or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, a former employer relating to the knowledge right of any such employee to be employed by Parent or such Subsidiary because of the Parent, threatened with respect nature of the business conducted or presently proposed to Parent Employees; except, with respect be conducted by it or to clauses (ii) through (v) hereof, as would not have, the use of trade secrets or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectproprietary information of others.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth has identified in Section 5.12(b4.11(b) of the Parent Disclosure LetterSchedule and has made available to the Company true and complete copies of (i) all severance and employment agreements with directors, neither Parent nor any Parent Subsidiary has implemented, conducted officers or experienced a “plant closing” employees of or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of consultants to Parent or any of its Subsidiaries, (ii) all severance programs and policies of Parent Subsidiary.
and each of its Subsidiaries with or relating to its employees, and (ciii) all plans, programs, agreements and other arrangements of Parent and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. Except as set forth in Section 5.12(c4.11(b) of the Parent Disclosure LetterSchedule, there are no proceedings pending or, to the knowledge none of the Parentexecution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, threatened against the such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any current or former employee, director or consultant of Parent or any of its Subsidiaries or affiliates from Parent or any of its Subsidiaries or affiliates under any Parent Benefit Plan or otherwise, (B) significantly increase any benefits otherwise payable under any Parent Benefit Plan or (C) result in any acceleration of the time of payment or vesting of any material benefits. As of the date of this Agreement, no individual who is a party to an employment agreement listed in Section 4.11(b) of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee Disclosure Schedule or any present or former employee of any Person providing services to any agreement incorporating change in control provisions with Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for has terminated employment or classes of the foregoing alleging unpaid or overdue wages or compensation duebeen terminated, breach of nor has any express or implied employment contractevent occurred that could give rise to a termination event, violation of any Law or regulation governing employment or the termination thereofin either case under circumstances that has given, or any other discriminatorycould give, wrongful or tortious conduct rise to a severance obligation on the part of Parent under such agreement. Section 4.11(b) of the Parent Disclosure Schedule sets forth all the amounts payable to the persons listed therein, as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination (including any cash-out or acceleration of options and restricted stock and any “gross-up” payments with respect to any of the Parent Subsidiaries in connection with foregoing), based on compensation data applicable as of the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service to date of the Parent or any Parent Subsidiary who is classified by Disclosure Schedule and the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesassumptions stated therein.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any Each of the Parent Subsidiaries Company and each Company Subsidiary is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, and wages and hours, including the obligations Title VII of the WARN Civil Rights Act of 1964, the Equal Pay Act of 1967, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, and the applicable rules and regulations adopted by those federal agencies responsible for the administration of such Laws (iii“Employment Practices”). Neither the Company nor any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business consistent with past practice). As of the date of this Agreement, (i) unfair labor practicesthere are no Actions or, to the Company’s Knowledge, investigations pending or scheduled by any Governmental Entity pertaining to the Employment Practices of the Company or any Company Subsidiary; and (ivii) occupational safety and health and immigration, except as set forth in Section 5.12(b) no complaints relating to Employment Practices of the Parent Disclosure LetterCompany or any Company Subsidiary have been filed with any Governmental Entity or submitted in writing to the Company or any Company Subsidiary. To the Knowledge of the Company, neither Parent no event has occurred, nor does any Parent Subsidiary has implementedcondition or circumstance exist, conducted or experienced that would reasonably be expected to provide a “plant closing” or “mass layoff” as defined in basis for the WARN Act (commencement of any labor strikes, slowdowns, work stoppages, lockouts, or any similar group personnel action requiring advance notice activity or dispute. To the Knowledge of the Company, the Company and the Company Subsidiaries are not engaged, and have never been engaged, in any unfair labor practice (as defined under the WARN National Labor Relations Act) affecting any site of employment and there is no charge or one or more facilities or operating units within any site of employment or facility of Parent complaint against the Company or any Parent Company Subsidiary by the National Labor Relations Board, any comparable state or foreign agency, or any individual, pending or, to the Knowledge of the Company, threatened.
(b) Neither the Company nor any Company Subsidiary is a party to or otherwise bound by any Contract that is a collective bargaining agreement or other agreement with any labor union or labor organization, 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 five years any campaigns to solicit cards from employees of the Company or any Company Subsidiary to authorize representation by any labor union or labor organization and there are no current and there has not been at any time during the last five years any other union organizing activities concerning any employees of the Company or any Company Subsidiary. There are no current and there have not been any labor strikes, slowdowns, work stoppages, lockouts, or any similar activity or dispute, affecting the Company or any Company Subsidiary during the last five years. The consent of, consultation of or the rendering of formal advice by any labor or trade union, works council or any other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the Transactions.
(c) Except as set forth in Section 5.12(c) To the Knowledge of the Parent Disclosure LetterCompany, there are no proceedings pending or, to the knowledge employee of the Parent, threatened against the Parent Company or any of the Parent Subsidiaries Company Subsidiary is in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law term of any employment Contract, non-disclosure or regulation governing employment or the termination thereofconfidentiality agreement, noncompetition agreement, or any other discriminatory, wrongful restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or tortious conduct on any Company Subsidiary by which the part individual is employed because of the Parent of any nature of the Parent Subsidiaries in connection with business conducted or presently proposed to be conducted by it or to the employment relationship that, individually use of Trade Secrets or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectproprietary information of others.
(d) Each of the Company and each Company Subsidiary is in compliance with the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other Governmental Entity. For the past two years, neither the Company nor any Company Subsidiary has taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or Liability under any other comparable state or local law in the United States.
(e) All current employees of the Company and any Company Subsidiary who work in the United States are, and all former employees of the Company or any Company Subsidiary who worked in the United States whose employment terminated, voluntarily or involuntarily, since January 1, 2015 were, legally authorized to work for the Company or the Company Subsidiary in the United States. The Company and any Company Subsidiary have completed and retained the necessary employment verification paperwork under the Immigration Reform and Control Act of 1986 for the employees hired prior to the Closing Date.
(f) The Compensation Committee of the Company Board is (and at all times during the past 18 months was, and at all times from the date of this Agreement through the Effective Time will be) composed solely of “independent directors” within the meaning of Rule 14d-10(d)(2) promulgated under the Exchange Act and the instructions thereto (each, an “Independent Director”). The Company Board, at a meeting duly called and held, has determined that each of the members of the Compensation Committee of the Company Board is an Independent Director.
(g) Each individual who renders service to has received compensation for the Parent performance of services on behalf of the Company or any Parent Company Subsidiary who is has been properly classified by the Parent as an employee or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesLaw.
Appears in 1 contract
Labor and Other Employment Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) Neither no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against the Parent nor Company or any of the Parent its Subsidiaries by employees is a party to pending or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee associationthreatened, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect neither the Company nor any of its Subsidiaries is delinquent in payments to any Parent Employee during the last five (5) yearsof its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) to the knowledge Company and each of the Parentits Subsidiaries are in compliance with all applicable Laws respecting labor, there is no effort pending or threatened against the Parent or any Parent Subsidiaryemployment, fair employment practices, terms and conditions of employment, immigration, workers' compensation, occupational safety, plant closings, and wage and hours, (iv) there the Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is no unfair labor practicenot liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, labor dispute (v) neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine individual grievancespayments to be made in the ordinary course of business consistent with past practice), (vi) there are no material pending claims against the Company or labor arbitration proceeding any of its Subsidiaries under any workers' compensation plan or policy or for long term disability and (vii) there are no material controversies pending or, to the knowledge of the ParentCompany, threatened (including threatened lawsuits or claims), between the Company or any of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company's knowledge, as of the date hereof, no employees of the Company or any of its Subsidiaries are in any material respect in violation of any term of any employment Contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or such Subsidiary or to the use of trade secrets or proprietary information of others. As of the date hereof, no employee of the Company or any of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with respect the Company or any of its Subsidiaries.
(b) Neither the Company nor any of its Subsidiaries is a party to Parent Employeesor otherwise bound by any collective bargaining Contract with a labor union or labor organization, and (v) nor is any such Contract presently being negotiated. Since January 1, 2001 to the date hereof, there is no slowdown, work stoppage has not been a representation question respecting any of the employees of the Company or similar labor activity in effect orany of its Subsidiaries and, to the knowledge of the ParentCompany, threatened with respect there are no campaigns being conducted to solicit cards from employees of the Company or any of its Subsidiaries to authorize representation by any labor organization.
(c) The Company has identified in Section 4.13(c) of the Company Disclosure Letter and has made available to Parent Employees; excepttrue and complete copies of (i) all severance and employment agreements with directors, with respect officers or employees of or consultants to clauses the Company or any of its Subsidiaries, (ii) through all severance programs and policies of each of the Company and each of its Subsidiaries with or relating to its employees, and (viii) hereofall plans, as would not haveprograms, agreements and other arrangements of each of the Company and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. In no event will the execution and delivery of this Agreement or any other related agreement, the consummation of the transactions contemplated hereby or thereby, or the stockholder approval of the Merger (either alone or in conjunction with any other event, such as termination of employment) (x) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or any of its Subsidiaries or Affiliates from the Company or any of its Subsidiaries or Affiliates under any Company Benefit Plan or otherwise, (y) significantly increase any benefits otherwise payable under any Company Benefit Plan or otherwise, or (z) result in any acceleration of the time of payment or vesting of any benefits.
(d) Each current and, to the best of Company's knowledge, former employee of the Company or any of its Subsidiaries who is or was engaged in the invention of products or development of technology or authoring of computer software or other copyrighted materials for the Company or any of its Subsidiaries has executed a written contract obligating such Person to assign to the Company or such Subsidiary all of his or her right, title and interest in any such invention, technology or work of authorship, except where the failure to have executed such a written contract would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Company Material Adverse Effect, any applicant for employment Effect or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct a material adverse effect on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany Key Product.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Samples: Merger Agreement (Inamed Corp)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any Each of the Parent Company and the Company Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practiceslabor, (ii) employment, classification of employees, immigration, terms and conditions of employment employment, workers’ compensation, occupational health and safety, plant closings, compensation and benefits, wages and hours, including the obligations human rights, pay equity, industrial awards or agreements and superannuation.
(b) All material liabilities of the WARN Act, (iii) unfair labor practices, Company and (iv) occupational safety and health and immigration, except the Company Subsidiaries in respect of Participants have been paid or shall have been paid as set forth in Section 5.12(b) of the Parent Disclosure LetterClosing Date to the extent such liabilities are required to be paid prior to or as of the Closing Date, neither Parent nor including premium contributions, remittance and assessments for unemployment insurance, employer health tax, Canada Pension Plan, income tax, workers’ compensation and any Parent Subsidiary has implementedliabilities under any other employment-related legislation, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiaryaccrued wages, taxes, salaries, commissions and employee benefit plan payments.
(c) Except Neither the Company nor any of the Company Subsidiaries is a party to any collective bargaining, employee association or works council or similar agreement, and there are not, to the knowledge of the Company, any union, employee association or works council organizing activities concerning any employees of the Company or any of the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries has recognized (or done any act which might be construed as recognition of) any trade union, whether voluntarily or in terms of any statutory procedure as set forth out in Section 5.12(c) of the Parent Disclosure Letterany applicable Law. Since January 1, 2008, there are have been no proceedings labor strikes, slowdowns, work stoppages, negotiated industrial actions or lockouts pending or, to the knowledge of the ParentCompany, threatened threatened, against the Parent Company or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany Subsidiaries.
(d) Each individual who renders service Except as could not reasonably be expected to result in material liability to the Company or any of the Company Subsidiaries, no UK employee has transferred to the Company or any of the Company Subsidiaries pursuant to the operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006 who, at any time before that transfer, was a member of an occupational pension scheme or was a member of a scheme providing an interest in or option over shares where that scheme has not been replicated by the Company or the relevant Company Subsidiary.
(e) The Compensation Committee of the Company Board is composed solely of “independent directors” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto (“Independent Directors”). On or prior to the date hereof (or otherwise prior to the Acceptance Time), the Compensation Committee of the Company Board, at a meeting duly called and held, approved (or shall approve) each Company Compensation Arrangement as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”), and has taken (or will take) all other action necessary to satisfy the requirements of the non-exclusive safe-harbor with respect to such Company Compensation Arrangements in accordance to Rule 14d-10(d)(2) under the Exchange Act. For purposes of this Agreement, “Company Compensation Arrangement” means (i) any employment agreement, severance agreement or change of control agreement between the Company, Parent or any Parent Subsidiary Company Subsidiary, on the one hand, and any holder of Shares who is classified by or was a director, officer or employee of the Company or any Company Subsidiary, on the other hand, entered into during the eighteen (18) months immediately prior to the date hereof, (ii) any Company Options or Restricted Shares awarded to, or any acceleration of vesting of any Company Options or Restricted Shares held by, any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary during the eighteen (18) months immediately prior to the date hereof and (iii) the Contribution Agreement and other employment compensation arrangements entered into or proposed to be entered into between Parent or its direct or indirect Subsidiaries, on the one hand, and certain officers of the Company, on the other hand, each such Parent Subsidiary, other employment compensation arrangement as applicable, as having described on Section 3.13 of the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesCompany Disclosure Schedule.
Appears in 1 contract
Labor and Other Employment Matters. (a) The Company and each Company Subsidiary is in compliance in all material respects with all federal, state, and foreign Laws respecting 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 (i) Neither Employment Practices). Except as would not result in a Company Material Adverse Effect, neither the Parent Company nor any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business consistent with past practice). To the Company’s knowledge, as of the Parent Subsidiaries is a party to date hereof, (A) there are no material audits or bound investigations pending or scheduled by any collective bargaining Governmental Entity pertaining to the Employment Practices of the Company or similar agreement any Company Subsidiary; and (B) no material complaints relating to Employment Practices of the Company or work rules or practices any Company Subsidiary have been filed with any labor union, works council, labor organization Governmental Entity or employee association applicable submitted in writing to employees of the Parent Company or any Parent Company Subsidiary. To the Company’s knowledge, no event has occurred, nor are there does any negotiations condition or discussions currently pending between circumstance exist, that would reasonably be expected to provide a basis for the Parent or the Parent Subsidiaries and commencement of any unionsuch labor strikes, work counsel, labor organization, or employee association, (ii) there have been no strikesslowdowns, work stoppages, shutdownslockouts, or lockouts with respect to any Parent Employee during similar activity or dispute. To the last five Company’s knowledge, the Company and the Company Subsidiaries are not engaged, and have never been engaged, in any unfair labor practice (5as defined under the National Labor Relations Act) years, (iii) to the knowledge of the Parent, and there is no effort pending charge or threatened complaint against the Parent Company or any Parent SubsidiaryCompany Subsidiary by the National Labor Relations Board, (iv) there is no unfair labor practiceany comparable state or foreign agency, labor dispute (other than routine individual grievances) or labor arbitration proceeding any individual, pending or, to the knowledge of the ParentCompany, threatened threatened.
(b) Neither the Company nor any Company Subsidiary is a party to or otherwise bound by any collective bargaining agreements or agreements with respect to Parent Employeesany labor union or labor organization, and (v) no such agreement is presently being negotiated. To the knowledge of the Company, there is are no slowdown, work stoppage current and there has not been at any time during the last five years any campaigns to solicit cards from employees of the Company or similar any Company Subsidiary to authorize representation by any labor activity in effect orunion or labor organization and, to the knowledge of the ParentCompany, threatened with respect there are no current and there has not been at any time during the last five years any other union organizing activities concerning any employees of the Company or any Company Subsidiary. There are no current and, to Parent Employees; exceptthe Company’s knowledge, with respect there have not been any labor strikes, slowdowns, work stoppages, lockouts, or any similar activity or dispute, affecting the Company or any Company Subsidiary during the last five years.
(c) Neither the Company nor any Company Subsidiary is delinquent in payments to clauses any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. Other than normal accruals of wages during regular payroll cycles, there are no arrearages in the payment of wages except for possible violations or arrearages, which are not, and will not reasonably be expected to be, material in magnitude.
(iid) through (v) hereofTo the Company’s knowledge, and except as would not haveresult in a Company Material Adverse Effect, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment Contract, non-disclosure or confidentiality agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any Company Subsidiary by which the individual is employed because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(e) Except as would not reasonably be expected to haveresult in a material liability to the Company, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent Company and the Parent Subsidiaries are, and have been, each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting (i) employment the Worker Readjustment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Notification Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting (29 U.S.C. §2101) and any site of employment applicable state laws or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth other Laws regarding redundancies, reductions in Section 5.12(c) of the Parent Disclosure Letterforce, there are no proceedings pending ormass layoffs, and plant closings, including all obligations to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected promptly and correctly furnish all notices required to be liable thatgiven thereunder in connection with any redundancy, individually reduction in force, mass layoff, or in the aggregateplant closing to affected employees, would reasonably be expected to have a Parent Material Adverse Effectrepresentatives, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereofstate dislocated worker unit and local government officials, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectGovernmental Entity.
(df) Each individual who renders service The Company has made available to Parent a list, as of the date hereof, of (A) each employee and consultant that provides services to the Parent Company or any Parent Company Subsidiary and the country in which each such employee and consultant is based and primarily performs his or her duties or services (except where the disclosure of such information would be prohibited by data privacy/protection Laws without the employee’s or consultant’s consent); and (B) each such person’s position or title, annual base salary or wages and date of hire (Worker List).
(g) The Compensation Committee of the Company Board is (and at all times during the past 18 months was, and at all times from the date of this Agreement to the first date on which the Purchaser’s designees constitute a majority of the Company Board pursuant to Section 1.4 will be) composed solely of “independent directors” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto (Independent Directors). The Company Board, at a meeting duly called and held, has determined that each of the members of the Compensation Committee of the Company Board is an Independent Director. On or prior to the Acceptance Date, the Compensation Committee of the Company Board, at a meeting duly called and held, approved or will approve each Company Compensation Arrangement as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an Employment Compensation Arrangement), and has taken all other action necessary to satisfy the requirements of the non-exclusive safe-harbor with respect to such Company Compensation Arrangements in accordance to Rule 14d-10(d)(2) under the Exchange Act. For purposes of this Agreement, Company Compensation Arrangement means (A) any employment agreement, severance agreement or change of control agreement between the Company or any Company Subsidiary, on the one hand, and any holder of Shares who is classified by or was a director, officer or employee of the Parent Company or such Parent any Company Subsidiary, as applicableon the other hand, as having entered into during the status 18 months immediately prior to the date hereof, and (B) any Company Options or Equity Plan Stock Awards awarded to, or any acceleration of an independent contractor vesting of any Company Options or other non-Equity Plan Stock Awards held by, any holder of Shares who is or was a director, officer or employee status for of the Company or any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesCompany Subsidiary during the 18 months immediately prior to the date hereof.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor FCBS and FCBS Bank are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) . Except as set forth in Section 5.12(c3.12(a) of the Parent FCBS Confidential Disclosure LetterSchedule, there are none of FCBS or FCBS Bank is a party to any collective bargaining or other labor union contract applicable to persons employed by FCBS or FCBS Bank, and no proceedings collective bargaining agreement or other labor union contract is being negotiated by FCBS or FCBS Bank. There is no labor dispute, strike, slowdown or work stoppage against FCBS or FCBS Bank pending or, to the knowledge of the ParentFCBS, threatened against the Parent threatened. To FCBS’ knowledge, no employee of FCBS or any of the Parent Subsidiaries FCBS Bank is, in any forum by or on behalf material respect, in violation of any present or former Parent Employee or any present or former employee term of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereofnon-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by FCBS or FCBS Bank because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(b) FCBS has identified in Section 3.12(b) of the FCBS Confidential Disclosure Schedule and has made available to CVBF true and complete copies of (i) all employment agreements that FCBS or FCBS Bank has with any directors, officers or employees of or consultants to FCBS or FCBS Bank, (ii) all FCBS Severance Arrangements, and (iii) all Change in Control Arrangements. Except as set forth in Section 3.12(b) of the FCBS Confidential Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Holding Company Merger or the Bank Merger by FCBS will (either alone or in conjunction with any other discriminatoryevent, wrongful such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or tortious conduct otherwise) becoming due to any director, officer, employee or consultant of FCBS or FCBS Bank from FCBS or from FCBS Bank, (B) increase any benefits otherwise payable or (C) result in any acceleration of the time of payment or vesting of any material benefits, under or pursuant to any such employment agreements or Severance Arrangements or Change in Control Arrangements. No individual who is a party to any such employment agreement or a party to or covered by any such Severance Arrangements or Change in Control Arrangements has terminated his or her employment or has been terminated, nor, to FCBS’ knowledge, has any event occurred, other than the transactions contemplated by this Agreement, that has given or could be reasonably expected to give rise to a severance obligation on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and FCBS under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitessuch agreement or arrangement.
Appears in 1 contract
Labor and Other Employment Matters. (a) (iSection 3.13(a) Neither of the Parent nor Company Disclosure Schedule sets forth a true and complete list of each collective bargaining agreement, collective labor agreement, agreement with any works council, or labor contract which the Company or any of the Parent Company Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any (including, but not limited to extension orders except those generally applicable to all employers in Israel) (each a “Company Labor Agreement”). No labor union, labor organization, trade union, staff association, works council, labor organization or employee association applicable to group of employees of the Parent Company or any Parent Subsidiaryof the Company Subsidiaries has made a pending demand for recognition or certification or, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge Knowledge of the ParentCompany, there is no effort pending or threatened against since January 1, 2014 has been engaged in any other organizing activities involving employees of the Parent Company or any Parent Subsidiary, (iv) there is of the Company Subsidiaries. There are no unfair labor practice, labor dispute (other than routine individual grievances) representation or labor arbitration certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge Knowledge of the ParentCompany, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Neither the Company nor any Company Subsidiary has engaged in any material unfair labor practice with respect to Parent Employeesany employees of the Company or any Company Subsidiary since January 1, 2014, and (v) there is no slowdownmaterial unfair labor practice complaint or grievance or other administrative or judicial complaint, work stoppage action or similar labor activity in effect investigation pending or, to the knowledge Knowledge of the ParentCompany, threatened against the Company or any of the Company Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to Parent Employees; exceptService Providers. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary which is reasonably likely to materially interfere with the respective business activities of the Company or any of the Company Subsidiaries and no such matters have occurred since January 1, 2014. With respect to clauses (ii) through (v) hereofthe transactions contemplated by this Agreement, as would not haveeach of the Company and the Company Subsidiaries has or prior to the Closing will have satisfied all notice, consultation, information, bargaining and other obligations it owes to Service Providers or would not reasonably be expected their representatives under any applicable Company Labor Agreement or Law. No labor union, labor organization, works council or similar employee representative is required to haveconsent to the transactions contemplated by this Agreement. Neither the Company nor any Company Subsidiary is or, individually since January 1, 2014, was ever a member of any employers’ association or in organization and no employers’ association or organization, since January 1, 2014, has made any demand for payment of any kind from the aggregate, a Parent Material Adverse EffectCompany or any Company Subsidiary.
(b) The Parent Company and the Parent Company Subsidiaries areare and, and since January 1, 2014, have been, been in compliance in all material respects with all Company Labor Agreements and in all material respects with applicable Laws respecting (i) employment and employment practices, (ii) practices including all Laws respecting terms and conditions of employment employment, health and safety, wage payment, wages and hours (including meal and rest periods), overtime compensation, leaves of absence, employee privacy, worker classification (including the proper classification of workers as independent contractors and consultants), pay-slips, recording of work hours, including notification of work terms, sexual harassment in the obligations workplace, termination of employment, manpower agencies, services companies, prior notice of termination, wage protection, travel reimbursement, recuperation pay, child labor, immigration and work authorizations, employment discrimination, fair employment practices, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations, unemployment insurance, and the entitlement, accrual and usage of sick leave and vacation days. Except as would not, individually or in the aggregate, result in material liability for the Company or any of the WARN ActCompany Subsidiaries: (i) the Company and the Company Subsidiaries have paid all wages, salary, wage premiums, commissions, bonuses, expense reimbursements, severance pay and other compensation that has come due and payable to its Service Providers in accordance with applicable Law, Contract, or Company policy; (ii) each Service Provider is authorized to work in the jurisdiction where he or she provides services to the Company or any of the Company Subsidiaries; (iii) unfair labor practicesall amounts which the Company or any Company Subsidiary is legally or contractually required to deduct from its employees’ salaries or to transfer to such employees’ pension or provident, life/managers’ insurance, incapacity insurance, continuing education fund or other similar fund (including relating to severance pay) have been deducted and paid as required by applicable Laws or Contract; and (iv) occupational safety and health and immigrationneither the Company nor any Company Subsidiary has misclassified: (A) any Person as an independent contractor or similar classification rather than as an employee; (B) any employee leased from another employer; (C) any employee currently or formerly classified as exempt from overtime wages; or (D) any payment or benefit that may be reclassified as part of their determining salary for any purpose, except as set forth in Section 5.12(bincluding for calculating any social contributions.
(c) There are no pending or, to the Knowledge of the Parent Disclosure LetterCompany, neither Parent threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against any Company Benefit Plan, or any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts thereunder which could reasonably be expected to result in any material liability of the Company or any Company Subsidiary to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor or any Multiemployer Plan.
(d) Neither the Company nor any Parent Company Subsidiary has implemented, conducted effectuated a plant closing or experienced a “plant closing” or “mass layoff” , as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Worker Adjustment and Retraining Notification Act) , 29 U.S.C. §§ 2101, et. seq., affecting any site one or more sites of employment or one or more facilities or operating units within any site of employment or facility of Parent the Company or any Parent SubsidiaryCompany Subsidiary during the ninety (90)-day period prior to the date of this Agreement. None of the Company or any Company Subsidiary has engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Law applicable to the Company or such Company Subsidiary during the ninety (90)-day period prior to the date of this Agreement.
(ce) Except as set forth in Section 5.12(c) The Compensation Committee of the Parent Disclosure LetterCompany Board is (and at all times since June 10, there are no proceedings pending or2015 was, and at all times from the date of this Agreement to the knowledge first date on which the Purchaser’s designees constitute a majority of the ParentCompany Board pursuant to Section 1.4 will be) composed solely of “independent directors” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto (“Independent Directors”). On or prior to the date hereof, threatened against the Parent Compensation Committee of the Company Board, at a meeting duly called and held, approved each Company Compensation Arrangement as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”), and has taken all other action necessary to satisfy the requirements of the non-exclusive safe-harbor with respect to such Company Compensation Arrangements in accordance to Rule 14d-10(d)(2) under the Exchange Act. For purposes of this Agreement, “Company Compensation Arrangement” means (i) any employment agreement, severance agreement or change of control agreement between the Company or any Company Subsidiary, on the one hand, and any holder of Shares who is or was a director, officer or employee of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee Company or any present or former employee of Company Subsidiary, on the other hand, entered into during the eighteen (18) months immediately prior to the date hereof, and (ii) any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereofCompany Options awarded to, or any other discriminatoryacceleration of vesting of any Company Options held by, wrongful any holder of Shares who is or tortious conduct on the part was a director, officer or employee of the Parent of Company or any of Company Subsidiary during the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
eighteen (d18) Each individual who renders service months immediately prior to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesdate hereof.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries The Company and each Company Subsidiary is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, and wages and hours, including Title VII of the Civil Rights Act of 1964, the Equal Pay Act of 1967, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, and the applicable rules and regulations adopted by those federal agencies responsible for the administration of such Laws (“Employment Practices”). Neither the Company nor any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business consistent with past practice). To the Knowledge of the Company, as of the date of this Agreement, (i) there are no Actions pending or scheduled by any Governmental Entity pertaining to the Employment Practices of the Company or any Company Subsidiary; and (ii) no material complaints relating to Employment Practices of the Company or any Company Subsidiary have been filed with any Governmental Entity or submitted in writing to the Company or any Company Subsidiary. To the Knowledge of the Company, no event has occurred, nor does any condition or circumstance exist, that would reasonably be expected to provide a basis for the commencement of any such labor strikes, slowdowns, work stoppages, lockouts, or any similar activity or dispute. To the Knowledge of the Company, the Company and the Company Subsidiaries are not engaged, and have never been engaged, in any unfair labor practice (as defined under the National Labor Relations Act) and there is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board, any comparable state or foreign agency, or any individual, pending or, to the Knowledge of the Company, threatened.
(b) Except as required by Law outside of the United States, neither the Company nor any Company Subsidiary is a party to or otherwise bound by any Contract that is a collective bargaining agreement or other agreement with any labor union or labor organization, 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 five years any campaigns to solicit cards from employees of the Company or any Company Subsidiary to authorize representation by any labor union or labor organization and, to the Knowledge of the Company, there are no current and there has not been at any time during the last five years any other union organizing activities concerning any employees of the Company or any Company Subsidiary. There are no current and, to the Knowledge of the Company, there have not been any labor strikes, slowdowns, work stoppages, lockouts, or any similar activity or dispute, affecting the Company or any Company Subsidiary during the last five years.
(c) Neither the Company nor any Company Subsidiary 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 or amounts required to be reimbursed to such employees. Other than normal accruals of wages during regular payroll cycles, there are no arrearages in the payment of wages except for possible violations or arrearages, which are not, and will not reasonably be expected to be, material in magnitude.
(d) To the Knowledge of the Company, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment Contract, non-disclosure or confidentiality agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any Company Subsidiary by which the individual is employed because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(e) Except as would not reasonably be expected to result in a material Liability to the Company, the Company and each Company Subsidiary is in compliance with the Worker Readjustment and Notification Act (29 U.S.C. §2101) (the “WARN Act”) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other Governmental Entity. Except as set forth in Section 3.12(e) of the Company Disclosure Schedule, for the past two years, neither the Company nor any Company Subsidiary has taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigrationAct or would otherwise trigger notice requirements or Liability under any other comparable state or local law in the United States. To the Knowledge of the Company, except as set forth in Section 5.12(b3.12(e) of the Parent Company Disclosure LetterSchedule, for the past two years, neither Parent the Company nor any Parent Company Subsidiary (excluding any Company Subsidiary located outside the United States that has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined employed during the past two years fewer than 30 employees) has taken any action that resulted in the WARN Act (or any similar group personnel action requiring advance notice under will result in) the WARN Act) affecting any site termination of employment or one of 50 or more facilities employees or operating units within more than 10% of the employees in any site country outside of employment or facility of Parent or the United States during any Parent Subsidiary90 day period.
(cf) Except as set forth in Section 5.12(c3.12(f) of the Parent Company Disclosure LetterSchedule, there are no proceedings pending or, to the knowledge as of the Parentdate of this Agreement, threatened against the Parent no individual who is or may become eligible to receive severance benefits under any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for Company Benefit Plan has terminated employment or classes of the foregoing alleging unpaid or overdue wages or compensation duebeen terminated, breach of nor has any express or implied employment contractevent occurred that could give rise to a termination event, violation of any Law or regulation governing employment or the termination thereofin either case under circumstances that have given, or any other discriminatorycould give, wrongful or tortious conduct rise to a severance obligation on the part of the Parent of Company or any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectCompany Subsidiary under such agreement.
(dg) Each individual who renders service The Company has made available to Parent a list, as of the date of this Agreement, of (i) each employee and consultant that provides services to the Parent Company or any Parent Company Subsidiary and the country (and state, for those located in the U.S.) in which each such employee and consultant is based and primarily performs his or her duties or services (except where the disclosure of such information would be prohibited by data privacy/protection Laws without the employee’s or consultant’s consent); and (ii) each such person’s position or title, annual base salary or wages, and date of hire (a “Worker List”). As of the date of this Agreement, no officer of the Company, a Company Subsidiary or any ERISA Affiliate has terminated or has advised the Company or any Company Subsidiary of his or her intention to terminate his or her relationship or status as an employee or consultant of the Company or the Company Subsidiary for any reason, including because of the consummation of the Transactions and, except as set forth on Section 3.12(g) of the Company Disclosure Schedule, the Company and the Company Subsidiaries have no plans or intentions as of the date of this Agreement to terminate any such employee or consultant.
(h) All current employees of the Company and any Company Subsidiary who is classified work in the United States are, and all former employees of the Company or any Company Subsidiary (strictly qualified by the Parent Knowledge of the Company during any time that such Company Subsidiary was not a Subsidiary of the Company) who worked in the United States whose employment terminated, voluntarily or such Parent Subsidiaryinvoluntarily, as applicablewithin the five years prior to the Closing Date, as having were legally authorized to work in the status United States. The Company and any Company Subsidiary have completed and retained the necessary employment verification paperwork under the Immigration Reform and Control Act of an independent contractor or other non-employee status 1986 for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesthe employees hired prior to the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Ariba Inc)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries The Company and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employeeseach Company Subsidiary is, and (v) there is no slowdownsince January 1, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have 2009 has been, in compliance in all material respects with (i) all applicable Laws respecting (i) employment and labor, employment, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, and wages and hours, including and (ii) all collective bargaining agreements. Neither the obligations of the WARN ActCompany nor any Company Subsidiary is engaged in and since January 1, (iii) 2009, has not engaged in any unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth practice in any material respect. Section 5.12(b3.13(a) of the Parent Company Disclosure Letter, neither Parent nor Letter lists each collective bargaining agreement covering the terms of employment of any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in employee of the WARN Act (Company or any similar group personnel action requiring advance notice under Company Subsidiary. No labor union or collective bargaining agreement is currently being negotiated by or involves the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent Company or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, Company Subsidiary and there are is no proceedings pending or, to the knowledge of the ParentCompany, threatened demand for recognition or certification and no representation or certification proceedings or petitions relating to the Company or any Company Subsidiary. There is no ongoing, and to the knowledge of the Company, no pending or threatened, work stoppage, slowdown, labor strike, material labor dispute, union organizing efforts or requests for representation against the Parent Company or any Company Subsidiary, and there have been no such actions within the past three (3) years. To the knowledge of the Parent Subsidiaries Company, there are no pending or threatened material grievances or arbitration proceedings arising out of or under any labor union or collective bargaining agreement, and since January 1, 2009, none have existed. Neither the Company nor any Company Subsidiary has engaged in any forum by layoffs or on behalf employment terminations sufficient in number to trigger application of any present or former Parent Employee the federal Worker Adjustment and Retraining Notification Act or any present similar state, local or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable thatforeign Law (including, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectbut not limited to, any applicant for employment state laws relating to plant closings or classes of mass layoffs) (collectively, “WARN”) during the foregoing alleging unpaid last six (6) years. The Company and each Company Subsidiary is and has been in compliance with WARN, and the Company and each Company Subsidiary has not incurred any liability or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectobligation under WARN which remains unsatisfied.
(db) Each individual who renders service to Section 3.13(b) of the Parent Company Disclosure Letter sets forth a true and complete list of all material (i) severance or employment agreements with directors, officers or employees of the Company or any Parent Subsidiary who is classified by the Parent or such Parent Company Subsidiary, as applicable(ii) severance programs of the Company or any Company Subsidiary with or relating to its employees and (iii) plans, as having the status of an independent contractor programs or other non-employee status for agreements of the Company or any purpose (including for purposes Company Subsidiary with its directors, officers or employees which contain change in control provisions, other than any Company Benefit Plan disclosed in Section 3.12(a) of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesthe Company Disclosure Letter.
Appears in 1 contract
Samples: Merger Agreement
Labor and Other Employment Matters. (a) (iZhone and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. Except as set forth in Section 4.11(a) Neither of the Parent nor Zhone Disclosure Schedule, none of Zhone or any of the Parent its Subsidiaries is a party to or bound by any collective bargaining or similar other labor union contract applicable to persons employed by Zhone or any of its Subsidiaries, and no collective bargaining agreement or work rules or practices with any other labor union, works council, labor organization or employee association applicable to employees of the Parent union contract is being negotiated by Zhone or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there its Subsidiaries. There is no effort pending labor dispute, strike, slowdown or threatened work stoppage against the Parent Zhone or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding of its Subsidiaries pending or, to the knowledge of the ParentZhone, threatened which may interfere in any respect that would have a Material Adverse Effect with the respective business activities of Zhone or any of its Subsidiaries. Zhone has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act. To Zhone’s knowledge, no employee of Zhone or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, a former employer relating to the knowledge right of any such employee to be employed by Zhone or such Subsidiary because of the Parent, threatened with respect nature of the business conducted or presently proposed to Parent Employees; except, with respect be conducted by it or to clauses (ii) through (v) hereof, as would not have, the use of trade secrets or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectproprietary information of others.
(b) The Parent Zhone has identified in Section 4.11(b) of the Zhone Disclosure Schedule and has made available to the Parent Subsidiaries are, Company true and have been, in compliance in complete copies of (A) all material respects with all applicable Laws respecting (i) employment severance and employment practicesagreements with directors, officers or employees of or consultants to Zhone or any of its Subsidiaries, (iiB) terms all severance programs and conditions policies of employment Zhone and wages and hours, including the obligations each of the WARN Act, (iii) unfair labor practicesits Subsidiaries with or relating to its employees, and (ivC) occupational safety all plans, programs, agreements and health other arrangements of Zhone and immigrationeach of its Subsidiaries with or relating to its directors, except as set forth officers, employees or consultants which contain change in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) control provisions. Except as set forth in Section 5.12(c4.11(b) of the Parent Zhone Disclosure LetterSchedule, there are no proceedings pending or, to the knowledge none of the Parentexecution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, threatened against the Parent such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of Zhone or any of the Parent its Subsidiaries or affiliates from Zhone or any of its Subsidiaries or affiliates under any Zhone Benefit Plan or otherwise, (B) increase any benefits otherwise payable under any Zhone Benefit Plan or (C) result in any forum by acceleration of the time of payment or on behalf vesting of any present or former Parent Employee material benefits. No individual who is a party to an employment agreement listed in Section 4.11(b) of the Zhone Disclosure Schedule or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or agreement incorporating change in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for control provisions with Zhone has terminated employment or classes of the foregoing alleging unpaid or overdue wages or compensation duebeen terminated, breach of nor has any express or implied employment contractevent occurred that could give rise to a termination event, violation of any Law or regulation governing employment or the termination thereofin either case under circumstances that has given, or any other discriminatorycould give, wrongful or tortious conduct rise to a severance obligation on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectZhone under such agreement.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither To the Parent nor Knowledge of the Company, each of the Company and each of its Subsidiaries is in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers' compensation, occupational safety, plant closings, and wages and hours. None of the Company or any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Parent ordinary course of business and consistent with past practice). None of the Company or any of its Subsidiaries is a party to or bound by any collective bargaining or similar other labor union contract applicable to Persons employed by the Company or any of its Subsidiaries, and, as of the date hereof, no collective bargaining agreement or work rules other labor union contract is being negotiated by the Company or practices with any labor union, works council, labor organization or employee association applicable to employees of its Subsidiaries. As of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parentdate hereof, there is no effort pending labor dispute, strike, slowdown or threatened work stoppage against the Parent Company or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding of its Subsidiaries pending or, to the knowledge Knowledge of the ParentCompany, threatened which may interfere in any respect that would have a Material Adverse Effect on the Company. No labor union or similar organization has otherwise been certified to represent any Persons employed by the Company or any of its Subsidiaries or, as of the date hereof, has applied to represent such employees or is attempting to organize so as to represent such employees. None of the Company, any of the Company's Subsidiaries or their respective employees has committed any unfair labor practices in connection with respect to Parent Employeesthe operation of the respective businesses of the Company or any of its Subsidiaries, and (v) there is no slowdown, work stoppage charge or similar labor activity in effect complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge Knowledge of the ParentCompany, threatened with respect to Parent Employees; exceptthreatened, with respect to clauses (ii) through (v) hereofexcept where such unfair labor practice, as charge or complaint would not have, or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on the Company. There are no material controversies pending or, to the Knowledge of the Company, threatened, between the Company or any of its Subsidiaries and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. As of the date hereof, no employee at the level of director or above of the Company or any of its Subsidiaries has given written notice terminating his or her employment with the Company or any of its Subsidiaries.
(b) The Company has identified in Section 3.11(b) of the Company Disclosure Schedule and has made available to Parent true and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting complete copies of:
(i) employment (A) all severance and employment practicesagreements with directors, officers or employees of the Company or any of its Subsidiaries in effect as of the date hereof, and (B) all consulting agreements in effect as of the date hereof to which the Company or any of its Subsidiaries is a party that (1) require a payment by the Company or a Subsidiary upon termination of such agreement prior to the end of its current term, or (2) are not terminable with or without cause within six months;
(ii) all severance programs and policies of the Company and each of its Subsidiaries with or relating to its employees in effect as of the date hereof; and
(iii) all plans, programs, agreements and other arrangements of the Company and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions in effect as of the date hereof (all agreements and arrangements in clauses (i) through (iii), the "Company Benefit Agreements"). None of the execution and delivery of this Agreement or any other related agreement or the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such as termination of employment) (i) result in any payment (including severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or any of its Subsidiaries or Affiliates from the Company or any of its Subsidiaries or Affiliates under any Company Benefit Plan or otherwise, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, significantly increase any benefits otherwise payable under any Company Benefit Plan or (iii) unfair labor practicesresult in any acceleration of the time of payment or vesting of any material benefits. As of the date hereof, and (iv) occupational safety and health and immigration, except as set forth no individual who is a party to an employment agreement listed in Section 5.12(b3.11(b) of the Parent Company Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (Schedule or any similar group personnel action requiring advance notice under agreement incorporating change in control provisions with the WARN Act) affecting any site of Company has terminated employment or one been terminated, nor to the Knowledge of the Company has any event occurred that could give rise to a termination event, in either case under circumstances that has given, or more facilities or operating units within any site could give, rise to a severance obligation on the part of employment or facility of Parent or any Parent Subsidiarythe Company under such agreement.
(c) Except The Company has provided Parent a list identifying as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge date hereof all full-time and part-time employees of the Parent, threatened against Company and its Subsidiaries and the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectemployees' respective positions therewith.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) (iSection 4.20(a) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any Jaguar Disclosure Letter sets forth, as of the date of this Agreement, each collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent by which a Jaguar Party or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organizationAffiliate thereof is, or employee associationhas, within the past six (ii6) there have years been no strikes, work stoppages, shutdowns, or lockouts bound with respect to any Parent Employee during current or former employees of the last five (5) years, (iii) Jaguar Parties or their Affiliates that provide services to the knowledge Jaguar Included Properties (“Jaguar Employees”). As of the Parentdate hereof, there is no effort pending no, and since January 1, 2014, there has not been any, labor strike, work stoppage, picketing, lockout, walkout or other organized work interruption pending, threatened or anticipated against the Parent any Jaguar Party or any Parent SubsidiaryAffiliate thereof relating to any Service Providers. Neither such Jaguar Party nor any Affiliate thereof has experienced any such labor strike, work stoppage, picketing, lockout, walkout or other organized work interruption during the past three (iv3) years by any Service Providers. Except as specified in Section 4.20(a) of the Jaguar Disclosure Letter, there are no labor unions or other organizations certified or recognized to represent any Jaguar Employees and as of the date hereof, to the Jaguar Parties’ knowledge, no union organization campaign is in progress with respect to, any Jaguar Employees at any of the Included Assets. As of the date hereof, there are no unfair labor practicepractice charges pending before the National Labor Relations Board or any other Governmental Entity, labor dispute (other than routine individual any grievances) , complaints, claims or labor arbitration proceeding pending judicial or administrative proceedings, in each case, which are pending, threatened or, to the knowledge Jaguar Parties’ knowledge, anticipated by or on behalf of any current or former Jaguar Employees at any of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectIncluded Assets.
(b) The Parent and the Parent Subsidiaries are, and have been, Jaguar Parties are in compliance in all material respects with all applicable Laws Laws, statutes, rules and regulations respecting (i) employment and employment practices, (ii) terms and conditions of employment of current, former and prospective Jaguar Employees, wages and hours, including discrimination in employment, wrongful discharge, collective bargaining, the obligations Worker Adjustment Retraining and Notification Act of 1988, as amended or similar state or local Law, statute, rule or regulation (the “WARN Act”), (iii) unfair fair labor practicesstandards, occupational health and safety, and any other labor and employment-related matters, in each case, with respect to all current and former Jaguar Employees.
(ivc) occupational safety and health and immigrationDuring the three (3) years prior to the date of this Agreement, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent no Jaguar Party nor any Parent Subsidiary has implemented, conducted of their respective Subsidiaries have engaged in or experienced a effectuated any “plant closing” or employee “mass layoff” (in each case, as defined in the WARN Act (Act), or any similar group personnel action requiring advance notice under the WARN Act) state or local Law, statute, rule or regulation affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present current or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectService Providers.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
Labor and Other Employment Matters. (a) Except in each case where such noncompliance would not reasonably be expected to be, individually or in the aggregate, materially adverse to Surge, Surge is, and has been since January 1, 2016, in compliance with all applicable Laws respecting fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, immigration, hiring, plant closings and layoffs, compensation and benefits, wages and hours, overtime, classification as exempt/non-exempt employees and classification as contractor or employee.
(b) Surge is not a party to, is not bound by and has no duty to bargain for any Labor Agreement.
(c) Since January 1, 2016:
(i) Neither There have been no (A) grievances, arbitrations or legal or administrative Proceedings which allege the Parent nor violation of any of Labor Agreement, (B) unfair labor practice charges against Surge before the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent National Labor Relations Board or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, comparable labor organizationrelations authority, or employee association(C) pending or, to the Knowledge of Surge, threatened grievance or Proceeding with respect to any current or former employees of, or current or former independent contractors, consultants or other service providers, or applicants for employment with, or Surge in their capacities as such;
(ii) there have been no labor strikes, slowdowns, work stoppages, shutdownspicketings, negotiated industrial actions or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Knowledge of the ParentSurge, threatened with respect to Parent Employeesthreatened, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employeesagainst Surge; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.and
(b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair no labor practicesunion, labor organization or works council has made a demand for recognition or certification to Surge, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge Knowledge of the Parent, Surge threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually brought or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, filed with any applicant for employment labor relations tribunal or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectauthority.
(d) Each individual who renders service Surge is not subject to any Order relating to any labor or employment matter. Section 2.11(d) of the Parent or any Parent Subsidiary who is classified by the Parent or such Parent SubsidiarySurge Disclosure Schedule sets forth for each employee, as applicableconsultant, as having the status of an independent contractor or other individual providing services to Surge (i) title, (ii) date of hire, (iii) work location, (iv) classification as employee, consultant, contractor or other, (v) base annual compensation, (vi) exempt/non-employee exempt classification, (vii) annual bonus or other incentive compensation or commission opportunities, and (viii) leave status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisitesanticipated return to work date).
Appears in 1 contract
Samples: Merger Agreement (Misonix Inc)
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent EmployeesThe Company is, and (v) there is no slowdownsince January 1, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have 2010 has been, in compliance in all material respects with all applicable Labor Laws respecting and is and has not for the last year engaged in any unfair labor practice. To the Company’s Knowledge, there is no pending or threatened inquiry or audit from any Governmental Entity concerning the Company’s compliance with any Labor Laws.
(ib) employment The Company is not and employment practiceshas not been a party to any collective bargaining, employee association or works council or similar Contract (ii) terms “Collective Bargaining Agreement”), and conditions of employment and wages and hoursthere are not, including to the obligations Knowledge of the WARN ActCompany, (iii) any union, employee association, trade union or works council organizing activities concerning any Service Provider. There is no labor strike, corporate campaign, dispute, slowdown, work stoppage, picketing, negotiated industrial action or lockout pending or, to the Knowledge of the Company, threatened, against the Company, and during the past year there has been no such action. There is no unfair labor practicespractice charge pending or, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) to the Knowledge of the Parent Disclosure LetterCompany, neither Parent nor threatened against the Company before the National Labor Relations Board or any Parent Subsidiary comparable labor relations authority and there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Entity with respect to any Service Providers in their capacities as such. No labor union is seeking to organize any employees of the Company and during the last three (3) years, no grievance has implementedbeen filed and no grievance has been submitted to arbitration by any represented employees or by any labor union representing employees of the Company and no labor arbitration award has been issued with respect to any grievance submitted to arbitration.
(c) Since January 1, conducted or experienced 2010 the Company has not effectuated a “plant closing” or “mass layoff,” as defined in the WARN Act Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101, et. seq. (or any similar group personnel action requiring advance notice under the WARN Act) “WARN”), affecting any site one or more sites of employment or one or more facilities or operating units within any site of employment or facility of Parent the Company. There have not been any employment losses at the Company sufficient in number to trigger any notice obligation under any similar foreign, state or local laws applicable to employment since January 1, 2010. The Company has not incurred any liability under WARN, or any Parent Subsidiarysimilar foreign, state or local law that remains unsatisfied.
(cd) Except as set forth in Section 5.12(c) The Company has made available to Parent with respect to each current Service Provider (other than non-employee directors of the Parent Disclosure LetterCompany), there including any current Service Provider who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family or other leave, sick leave or on layoff status subject to recall the following as of the date hereof: (i) the name of such Service Provider and the date as of which such Service Provider was originally hired by the Company, and whether such Service Provider is on an active or inactive status, (ii) whether such Service Provider is an independent contractor or employee; (iii) whether such Service Provider is exempt or non-exempt from any applicable overtime Law; (iv) such Service Provider’s title, pay grade and supervisor name, (v) such Service Provider’s annualized compensation as of the date of this Agreement, including base salary, vacation and paid time off accrual amounts, bonus and commission potential, severance pay potential and any other compensation forms, if applicable, (vi) whether such Service Provider is not fully available to perform work because of a qualified disability or other leave and, if applicable, the type of leave (e.g., disability, workers compensation, family or other leave protected by applicable Law) and the anticipated date of return to full service, (vii) the facility at which such Service Provider is deemed to be located, and (viii) any outstanding equity awards held by such Service Provider.
(e) There are no material proceedings pending or, to the knowledge Knowledge of the ParentCompany, threatened against the Parent or any of the Parent Subsidiaries in any forum Company brought by or on behalf of any present applicant for employment, any current or former Parent Employee Service Provider, any person alleging to be a current or former Service Provider, any class of the foregoing, or any present or former employee of any Person providing services Governmental Entity, relating to any Parent Entity for which Parent could reasonably be expected to be liable thatLabor Laws, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any Collective Bargaining Agreement or other express or implied employment contractcontract of employment, violation wrongful termination of any Law employment, unfair labor practice or regulation governing employment or the termination thereof, or alleging any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effectrelationship.
(df) Each individual who renders service to All Persons performing services for the Parent or any Parent Subsidiary who is Company have been properly classified by the Parent Company in all material respects as a common law employee, independent contractor, leased employee or such Parent Subsidiaryagent for all purposes, as applicableincluding payroll tax, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with withholding, unemployment insurance, applicable Laws and all Company Benefits Plans. The Company does not have any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any Person, no Person has been improperly included in or excluded from any Company Benefit Plan and the Company does not have any material obligation to pay overtime in respect of any employee determined by the Company to be exempt from any overtime Laws. The Company has no notice of any pending or threatened inquiry or audit from any Governmental Entity concerning the classification of any such Persons or any pending or threatened claim by any party that any such Persons be reclassified for purposes any purpose.
(g) The Company maintains and has maintained copies of I-9 Employee Eligibility Verification Forms for all Parent Employee Benefit Plans Persons it has employed, including those Persons it currently employs, since January 1, 2010, and perquisitesis in compliance with the Immigration Reform and Control Act of 1986, as amended, respecting such current and former employees.
(h) The Company is not a party to any employment agreement with any of its employees.
Appears in 1 contract
Labor and Other Employment Matters. (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, Except as would not have, or would not reasonably be expected to haveresult in material liability to the Company Group, individually or in (i) each member of the aggregate, a Parent Material Adverse Effect.
(b) The Parent and the Parent Subsidiaries are, and have been, Company Group is in compliance in all material respects with all applicable Laws respecting (i) employment and labor, employment, immigration, fair employment practices, (ii) terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, compensation and benefits, and wages and hours, including the obligations hours and (ii) there is no charge of the WARN Act, (iii) unfair labor discrimination in employment or employment practices, and (iv) occupational safety and health and immigrationfor any reason, except as set forth in Section 5.12(b) of the Parent Disclosure Letterincluding, neither Parent nor any Parent Subsidiary age, gender, race, religion or other legally protected category, which has implemented, conducted been asserted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary.
(c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings is now pending or, to the knowledge of the ParentCompany, threatened against any member of the Parent Company Group before the United States Equal Employment Opportunity Commission, or any of the Parent Subsidiaries other Governmental Entity in any forum by jurisdiction in which the Company has employed or on behalf of currently employs any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could Service Provider. Except as would not reasonably be expected to be liable thatresult in material liability to the Company Group, individually each Service Provider has been properly classified by the Company Group as exempt or non-exempt and as an employee or non-employee.
(b) The Company has made available to Parent true and complete copies of all collective bargaining agreements and other labor union Contracts (including all amendments thereto) to which it is a party that are applicable to any employees of any member of the Company Group (the “Company CBAs”) in effect as of the aggregatedate of this Agreement with respect to their employment with a member of the Company Group. The consent of, consultation of or the rendering of formal advice by any labor or trade union, works council, or any other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated thereby.
(c) Except as would not reasonably be expected to have a Parent Material Adverse Effectresult in material liability to the Company Group, any applicant for employment or classes as of the foregoing alleging unpaid date of this Agreement:
i. no grievances, arbitrations or overdue wages legal or compensation due, breach of any express or implied employment contract, administrative Proceedings which allege the violation of any Law Company CBA are pending;
ii. there are no labor strikes, slowdowns, work stoppages, picketings, negotiated industrial actions or regulation governing employment lockouts pending or, to the knowledge of the Company, threatened, against any member of the Company Group;
iii. to the knowledge of the Company, no labor union, labor organization or works council has made a pending demand for recognition or certification to any member of the termination thereofCompany Group, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened to be brought or filed with any labor relations tribunal or authority; and
iv. there is no unfair labor practice charge against any member of the Company Group pending before the National Mediation Board or any other discriminatorycomparable labor relations authority and there is no pending or, wrongful or tortious conduct on to the part knowledge of the Parent of Company, threatened grievance, charge, complaint, audit or investigation by or before any of the Parent Subsidiaries Governmental Entity with respect to any Service Providers in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effecttheir capacities as such.
(d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.
Appears in 1 contract
