NEW BUSINESS ACQUISITIONS Sample Clauses

NEW BUSINESS ACQUISITIONS. 7.01 Where the Employer anticipates acquiring new business, which involves the absorption of new employees from another employer into the bargaining unit, the Employer will consult the Alliance in a timely manner. Such consultations shall be held in the strictest confidence. 7.02 The terms and conditions of employment for these new employees as a result of new business acquisitions shall be as follows: (a) Where this Collective Agreement refers to a period of service or employment to be worked in order for an employee to access a provision, and/or where the amount of an entitlement set out in a provision is dependent upon a period of service or employment, the period of service or employment with the employee’s former employer shall qualify for the purpose of calculating the period of service or employment. (b) Any agreement entered into with the other employer shall provide for a carry-over of vacation leave and sick leave balances consistent with the provisions of the collective agreement. 7.03 Notwithstanding the provisions of clause 7.02, there shall be no pyramiding of payments covering the same period of time with the former employer. Where an employee receives payment(s) or another form of compensation from their former employer, they shall not receive any compensation from the CRA for a similar benefit or entitlement contained in this Collective Agreement (e.g. severance pay or workforce adjustment payments). 7.04 The rate of pay for the new employees shall be determined as being the nearest to, but not less than, the substantive rate of pay the new employee was earning in their substantive position immediately prior to the effective date of appointment, provided that such a rate is within the salary range of the CRA position. 7.05 New employees who accept positions at the CRA that have a lower maximum rate of pay than the rate of pay they were earning in their substantive positions with their former employer shall be compensated as follows: (a) The lesser of: (i) their rate of pay established for their substantive position with their former employer that was in effect immediately prior to their date of appointment to the CRA, or (ii) at a rate of pay that is no higher than one hundred and fifteen percent (115%) of the maximum rate of pay established for the group and level of the CRA position accepted by the employee. In the event that employees will be compensated under paragraph 7.05(a), the Employer shall notify the Alliance in advance. (b) An ...
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NEW BUSINESS ACQUISITIONS. Where the Employer anticipates acquiring new business, which involves the absorption of new employees from another employer into the bargaining unit, the Employer will consult the Alliance in a timely manner. Such consultations shall be held in the strictest confidence.
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NEW BUSINESS ACQUISITIONS. Enter into any new line of business or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to its business, or acquire or agree to acquire any equity securities of any corporation, partnership, association or business organization;
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NEW BUSINESS ACQUISITIONS. (a) The Company from time to time may pursue the acquisition of and/or acquiring an equity ownership interest in, other coal mining companies, businesses, operations and assets, (“the Acquisitions”), to grow and expand the Company for the benefit of its Members. This Agreement shall not in any way preclude or inhibit the rights of the Company or “JLP” from acquiring interests in other coal mining businesses, assets, or other businesses with similar operations to that of Company for the growth and expansion of the Company. (b) In the event the Company intends to complete an acquisition of, and/or acquire an equity ownership interest in other coal mining companies, businesses operations or assets (“the Acquisitions”), then Investor shall have the “first rights of refusal” to invest in any and all such “Acquisitions” on terms and conditions to be mutually agreed upon by the parties under a separate agreement.
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NEW BUSINESS ACQUISITIONS. So long as the Note is outstanding and except as contemplated by its e-commerce strategy as contemplated by its Private Placement Memorandum dated May 12, 2000, a copy of which has been provided to the Purchaser prior to the date of this Agreement, the Company will not, nor permit any of its Subsidiaries to,: (a) substantially change the nature of the businesses in which they are engaged, or (b) purchase or lease any asset or properties outside of the ordinary course of business if such assets or properties would constitute a material part of the assets or properties of the Company or any such Subsidiary.
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NEW BUSINESS ACQUISITIONS. Where the Employer anticipates acquiring new business, which involves the absorption of new employees from another employer into the bargaining unit, the Employer will consult the Alliance in a timely manner. Such consultations shall be held in the strictest confidence. The terms and of employment for these new employees as a result of new business acquisitions shall be as follows: (a) Where this collective agreement refers to a period of service or employment to be worked in order for an employee to access a provision, and/or where the amount of an entitlement set out in a provision is dependent upon a period of service or employment, the period of service or employment with the employee’s former employer shall qualify for the purpose of calculating the period of service or employment. Any agreement entered into with the other employer shall provide for a carry-over of vacation leave and sick leave balances consistent with the provisions of the collective agreement. Notwithstanding the provisions of clause there shall be no pyramiding of payments covering the same period of time with the former employer. Where an employee receives or another form of compensation from their former employer, they shall not receive any compensation from the for a similar benefit or entitlement contained in this collective agreement (e.g. severance pay or workforce adjustment payments). The rate of pay the new employees shall be determined as being the nearest to, but not less than, the substantive rate of pay the new employee was earning in their substantive position immediately prior to the effective date of appointment, provided that such a rate is within the salary range of the position. New employees who accept positions at the that have a lower maximum rate of pay than the rate of pay they were earning in their substantive positions with their former employer shall be compensated as follows: (a) The lesser of: their rate of pay established for their substantive position with their former employer that was in effect immediately prior to their date of appointment to the or at a rate of pay that is no higher than of the maximum rate of pay established for the group and level of the position accepted by the employee. In the event that employees will be compensated under clause (a), the Employer shall notify the Alliance in advance. An employee who is being compensated under (a) above shall not receive economic increases to their salary, but shall receive a lump-sum payment ...
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Related to NEW BUSINESS ACQUISITIONS

  • Mergers, Consolidations, Sales of Assets and Acquisitions Merge into, or consolidate or amalgamate with, any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets, or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person or any division, unit or business of any other Person, except that this Section 6.05 will not prohibit: (1) if at the time thereof and immediately after giving effect thereto no Event of Default has occurred and is continuing or would result therefrom: (a) the merger, consolidation or amalgamation of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor; (b) the merger, consolidation or amalgamation of any Restricted Subsidiary into or with any Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Subsidiary Loan Party; and, in the case of each of the foregoing clauses (a) and (b), no Person other than the Borrower or a Subsidiary Loan Party receives any consideration; (c) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party; (d) any transfer of inventory among the Borrower and its Restricted Subsidiaries or between Restricted Subsidiaries and any other transfer of property or assets among the Borrower and its Restricted Subsidiaries or between Restricted Subsidiaries, in each case, in the ordinary course of business; (e) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary of the Borrower if a Responsible Officer of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; (f) the merger, consolidation or amalgamation of any Restricted Subsidiary with or into any other Person in order to effect a Permitted Investment so long as the continuing or surviving Person will be a Subsidiary Loan Party if the merging, consolidating or amalgamating Subsidiary was a Subsidiary Loan Party and which, together with each of its Subsidiaries, shall have complied with the requirements of Section 5.10; or (g) a merger or consolidation of the Borrower into a newly formed entity organized under the laws of the United States of America, any state thereof or the District of Columbia in connection with a Permitted Change of Control; provided that either the Borrower shall be the surviving Person in such transaction or the Person surviving such transaction shall expressly assume, pursuant to an instrument reasonably satisfactory to the Administrative Agent, all liabilities and obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is party; (2) any sale, transfer or other disposition if: (a) the Net Cash Proceeds therefrom are to be applied in accordance with Section 2.08(1); (b) at least 75% of the consideration therefor is in the form of cash and Cash Equivalents; and (c) such sale, transfer or disposition is made for fair market value (as determined by a Responsible Officer of the Borrower in good faith); provided that each of the following items will be deemed to be cash for purposes of this Section 6.05(2): (i) any liabilities of the Borrower or the Restricted Subsidiaries (as shown on the most recent Required Financial Statements or in the notes thereto), other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and the Restricted Subsidiaries have been validly released by all applicable creditors in writing; (ii) any securities received by the Borrower or any Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition; and (iii) any Designated Non-Cash Consideration received in respect of such disposition; provided that the aggregate fair market value of all such Designated Non-Cash Consideration, as determined by a Responsible Officer of the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is then outstanding, does not exceed the greater of (A) $40.0 million and (B) 1.25% of Consolidated Total Assets as of the date any such Designated Non-Cash Consideration is received, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; (a) the purchase and sale of inventory or goods in the ordinary course of business, (b) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (c) the sale or other disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business or (d) the disposition of Cash Equivalents (or Investments that were Cash Equivalents when made); (4) so long as no Event of Default exists or would result therefrom, Specified Sale and Lease-Back Transactions provided that, (x) such dispositions shall be for fair market value in a bona fide arm’s length transaction (as determined in the good faith judgment of the Borrower) and (y) the applicable Specified Sale and Lease-Back Net Proceeds thereof are applied in accordance with Section 2.08(6); (5) Investments permitted by Section 6.04, (including any Permitted Acquisition or merger, consolidation or amalgamation in order to effect a Permitted Acquisition), provided, that, following any such merger, consolidation or amalgamation involving the Borrower, the Borrower is the surviving corporation; (6) Permitted Liens; (7) Restricted Payments permitted by Section 6.06; (8) the sale or discount of overdue or defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (9) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (10) sales, leases or other dispositions of inventory of the Borrower or any Restricted Subsidiary determined by the management of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Restricted Subsidiary; (11) acquisitions and purchases made with Below Threshold Asset Sale Proceeds; (12) to the extent allowable under Section 1031 of the Code (or comparable or successor provision), any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by the Borrower or any Restricted Subsidiary that is not in contravention of Section 6.08; provided that to the extent the property being transferred constitutes Term Priority Collateral, such replacement property will constitute Term Priority Collateral; and (13) sales or other dispositions by the Borrower or any Restricted Subsidiary of assets in connection with the closing or sale of a Store (including a factory Store) in the ordinary course of business of the Borrower and its Subsidiaries, which consist of leasehold interests in the premises of such Store, the equipment and fixtures located at such premises and the books and records relating exclusively and directly to the operations of such Store; provided that as to each and all such sales and closings, (A) no Event of Default shall result therefrom and (B) such sale shall be on commercially reasonable prices and terms in a bona fide arm’s length transaction; (14) bulk sales of other Dispositions of the inventory of a Loan Party not in the ordinary course of business in connection with Store closings, at arm’s length; and (15) any sale, transfer or other disposition, in a single transaction or a series of related transactions, of any asset or assets having a fair market value, as determined by a Responsible Officer of the Borrower in good faith, of not more than $5.0 million. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any Person other than Holdings, the Borrower or any Guarantor, such Collateral will be free and clear of the Liens created by the Loan Documents, and the Administrative Agent will take, and each Lender hereby authorizes the Administrative Agent to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 10.18.

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