Common use of Officers, Directors and Employees Clause in Contracts

Officers, Directors and Employees. Prior to the date hereof, the Company has provided to Parent a list that completely and accurately sets forth the name and current annual salary rate of each officer or employee of the Company or any Subsidiary whose total remuneration for the last fiscal year was, or for the current fiscal year has been set at, in excess of $50,000, together with a summary of the bonuses, commissions, additional compensation, and other like benefits, if any, paid or payable to such persons for the last fiscal year and proposed for the current fiscal year. The Company Disclosure Schedule completely and accurately sets forth the names of the officers (with all positions and titles indicated) and directors of the Company and each Subsidiary. No unfair labor practice complaint against the Company or any Subsidiary is pending before the National Labor Relations Board, and there is no labor strike, slowdown or stoppage pending or, to the knowledge of the Company, threatened against or involving the Company or any Subsidiary. No unionizing efforts have, to the knowledge of the Company, been made by employees of the Company or any Subsidiary, neither the Company nor any Subsidiary is a party to or subject to any collective bargaining agreement, and no collective bargaining agreement is currently being negotiated by the Company or any Subsidiary. There is no labor dispute pending or, to the knowledge of the Company, threatened between the Company or any Subsidiary and its employees. During the 12-month period preceding the date of this Agreement there has not been any material increase in the rate of turnover of employees of the Company or any Subsidiary over historical rates.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Medtronic Inc), Agreement and Plan of Merger (Physio Control International Corp \De\)

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Officers, Directors and Employees. Prior to the date hereof, the Company has provided to Parent a list that completely and accurately sets forth forth, as of the date hereof, the name and current annual salary rate of each current officer or employee of the Company or any Subsidiary whose total remuneration for the last fiscal year was, or for the current fiscal year has been set at, in excess of $50,000150,000, together with a summary of the bonuses, commissions, additional compensation, and other like cash benefits, if any, paid or payable to such persons for the last fiscal year and proposed for the current fiscal year. The Company Disclosure Schedule completely and accurately sets forth (i) the names of all former officers of the Company whose employment with the Company has terminated either voluntarily or involuntarily during the 12-month period preceding the date of this Agreement; and (ii) the names of the officers (with all positions and titles indicated) and directors of the Company and each Subsidiaryas of the date hereof. No Except as could not reasonably be expected to have a Company Material Adverse Effect: (i) no unfair labor practice complaint against the Company or any Subsidiary is pending before the National Labor Relations Board, and there is no labor strike, slowdown or stoppage pending or, to the knowledge of the Company, threatened in writing against or involving the Company or any Subsidiary. No ; (ii) no unionizing efforts have, to the knowledge of the Company, been made by employees of the Company or any Subsidiary, (iii) neither the Company nor any Subsidiary is a party to or subject to any collective bargaining agreement, and no collective bargaining agreement is currently being negotiated by the Company or any Subsidiary. There ; and (iv) there is no labor dispute pending or, to the knowledge of the Company, threatened in writing, between the Company or any Subsidiary and its employees. During the 12-month period preceding the date of this Agreement there has not been any material increase in the rate of turnover of employees of the Company or any Subsidiary over historical rates.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Arterial Vascular Engineering Inc), Agreement and Plan of Merger (Medtronic Inc)

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Officers, Directors and Employees. Prior to the date hereof, the Company has provided to Parent a list that completely and accurately sets forth forth, as of the date hereof, the name and current annual salary rate of each current officer or employee of the Company or any Subsidiary whose total remuneration for the last fiscal year was, or for the current fiscal year has been set at, in excess of $50,000100,000, together with a summary of the bonuses, commissions, additional compensation, and other like cash benefits, if any, paid or payable to such persons for the last fiscal year and proposed for the current fiscal year. The Company Disclosure Schedule completely and accurately sets forth (i) the names of all former officers of the Company whose employment with the Company has terminated either voluntarily or involuntarily during the 12-month period preceding the date of this Agreement; and (ii) the names of the officers (with all positions and titles indicated) and directors of the Company and each Subsidiaryas of the date hereof. No Except as would not have a Company Material Adverse Effect: (i) no unfair labor practice complaint against the Company or any Subsidiary is pending before the National Labor Relations Board, and there is no labor strike, slowdown or stoppage pending or, to the knowledge of the Company, threatened in writing against or involving the Company or any Subsidiary. No ; (ii) no unionizing efforts have, to the knowledge of the Company, been made by employees of the Company or any Subsidiary, ; (iii) neither the Company nor any Subsidiary is a party to or subject to any collective bargaining agreement, and no collective bargaining agreement is currently being negotiated by the Company or any Subsidiary. There ; and (iv) there is no labor dispute pending or, to the knowledge of the Company, threatened threatened, between the Company or any Subsidiary and its employees. During the 12-month period preceding the date of this Agreement there has not been any material increase in the rate of turnover of employees of the Company or any Subsidiary over historical rates.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DSP Technology Inc)

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