Other Employment Matters. 4.17.1 Neither the Company nor any of its Affiliates is a party to or bound by a Collective Bargaining Agreement, nor is any such agreement being negotiated, and no Collective Bargaining Agreement is applicable to any employees of the Company or any of its Affiliates. To the Company’s Knowledge, as of the date of this Agreement, no labor organization or group of employees of the Company or any of its Affiliates has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Company’s Knowledge, threatened to be brought or filed with or before the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s Knowledge, in the past three (3) years, there have been no organizing activities, union election activity or attempts to bargain collectively. In the past three (3) years, there have been no strikes, work stoppages, slowdowns, picketing, concerted refusal to work overtime, handbilling, demonstrations, leafletting, lockouts, arbitrations or grievances (in each case involving labor matters), or other labor disputes against or involving the Company or any of its Affiliates and none are pending, or, to the Company’s Knowledge, threatened. Neither the Company nor any of its Affiliates is a party to any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees that would prevent or materially restrict or impede the consummation of the transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them).
4.17.2 Except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries is, and has for the past three (3) years been in compliance in all respects with all federal, state, local and foreign laws regarding labor, employment and employment practices, including but not limited to all laws relating to (i) the hiring, promotion, assignment, and termination of employees; (ii) discrimination; (iii) harassment; (iv) retaliation; (v) equal employment opportunities; (vi) disability; (vii) labor relations; (viii) wages and hours; (ix) the Fa...
Other Employment Matters. (a) Except as disclosed on Schedule 4.21(a), (i) MDLY, its Subsidiaries and their Affiliates (A) are in compliance in all material respects with all Applicable Laws and other obligations respecting employment and employment practices and terms and conditions of employment, including all minimum wage and overtime Applicable Laws and wage payment Applicable Laws, employee notification, leave, affirmative action, child labor, immigration, employment discrimination, or disability rights, (B) since December 31, 2014, have not received any notice of an investigation, charge, citation, penalty, or assessment from any Governmental Entity with respect to such labor and employment Applicable Laws which will or could reasonably be expect to result in a material liability, and (C) since December 31, 2014, have not, and are not, engaged in any unfair labor practice which will or could reasonably be expect to result in a material liability, (ii) since December 31, 2014, no unfair labor practice charge or complaint or labor arbitration proceeding is pending against MDLY, its Subsidiaries or their Affiliates which will or could reasonably be expect to result in a material liability, (iii) since December 31, 2014, there have been no and there currently are no labor strike(s), dispute(s), slowdown(s), or work stoppage(s) pending or, to the knowledge of MDLY or its Subsidiaries, threatened against or involving MDLY, its Subsidiaries or any of their Affiliates which will or could reasonably be expect to result in a material liability, (iv) neither MDLY, its Subsidiaries nor any of their Affiliates is or has been party to any collective bargaining agreement and no collective bargaining agreement or other contract, agreement, arrangement or understanding with a labor union or labor union organization is currently being negotiated by MDLY, its Subsidiaries or their Affiliates, and (v) to the knowledge of MDLY, no collective bargaining representation question exists respecting employees of MDLY, its Subsidiaries and their Affiliates.
(b) All employees of MDLY, its Subsidiaries and their Affiliates are legally authorized to work in the United States either because of their status as United States citizens, legal permanent residents, or by virtue of possessing a visa under Applicable Law relating to immigration control which visa allows for such employee to work in the United States. To the knowledge of MDLY, none of MDLY, its Subsidiaries and their Affiliates has employed a Person...
Other Employment Matters. The Company and the Company Subsidiaries are in compliance in all material respects with all Applicable Laws respecting employment and employment practices and terms and conditions of employment, immigration, workers’ compensation, occupational safety, and plant closings, including all minimum wage, overtime and wage payment laws, and are not engaged in any labor practice which qualifies as an unfair labor practice under Applicable Law. No complaint against the Company or any of the Company Subsidiaries is pending or threatened to the Company in writing, or to the Knowledge of the Company has been otherwise threatened, before the National Labor Relations Board or the Equal Employment Opportunity Commission or before any analogous entity in any country. There is no labor strike, dispute, request for representation, slowdown or stoppage pending or threatened to the Company in writing, or to the Knowledge of the Company otherwise threatened, against or involving the Company or any of the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries is or has been a party to a collective bargaining agreement and no collective bargaining agreement is currently being negotiated by the Company or any of the Company Subsidiaries, and to the Knowledge of the Company, no union is currently attempting to organize or otherwise represent any employees of the Company or any of the Company Subsidiaries. No claim in respect of the employment of any employee of the Company or any of the Company Subsidiaries has been asserted and is currently pending or threatened to the Company in writing, or to the Knowledge of the Company has been otherwise threatened, against the Company or any of the Company Subsidiaries, including any claim that has resulted or could reasonably be expected to result in a proceeding before a governmental authority. Neither the Company nor the Company Subsidiaries has suffered an “employment loss” (as that term is defined in the Worker Adjustment and Retraining Notification Act and related regulations) in the 90 day period prior to the date of this Agreement. The Company has made available to Parent true and correct copies of any written material relating to the material personnel policies of the Company and the Company Subsidiaries.
Other Employment Matters. (a) Neither such Combining Company nor any of its Subsidiaries is a party or subject to any collective bargaining agreement or other contract or understanding with any labor union or similar organization that represents or purports to represent any of its employees and no labor union or similar organization has made a pending demand for recognition as representative of any of such Contributing Company’s or its Subsidiaries’ employees. There are no union representation proceedings or petitions seeking a representation proceeding pending or, to the Knowledge of such Combining Company, threatened with respect to any employees of such Combining Company or any of its Subsidiaries. To such Contributing Company’s Knowledge, there is no union organizing activity involving such Combining Company or any of its Subsidiaries nor, to the Knowledge of such Combining Company, is any such activity threatened by any labor union, similar organization or group of employees.
(b) Except as set forth in Section 4.20(b) of the Disclosure Letter, there are no (i) strikes, work stoppages, slow-downs, lockouts, labor arbitrations or (ii) grievances or other labor disputes pending or, to the Knowledge of such Combining Company, threatened against or involving such Combining Company or any of its Subsidiaries.
(c) Except as set forth in Section 4.20(c) of the Disclosure Letter and except as would not reasonably be expected to have a Material Adverse Effect, there are no complaints, petitions, proceedings, charges, claims, causes of action, investigations, arbitration demands or audits against or relating to such Combining Company or any of its Subsidiaries pending or, to the Knowledge of such Combining Company, threatened to be brought or filed with or by any Governmental Authority based on the labor or employment practices of such Combining Company or any of its Subsidiaries or arising out of, in connection with, or otherwise relating to the employment by such Combining Company or any of its Subsidiaries, of any Person, including any claim for workers’ compensation benefits.
(d) Except as set forth in Section 4.20(d) of the Disclosure Letter and except as would not reasonably be expected to have a Material Adverse Effect, such Combining Company and its Subsidiaries are in compliance with all Laws and Orders in respect of labor and employment, including all such Laws relating to immigration and employment practices, terms and conditions of employment, wages and hours, employee leave,...
Other Employment Matters. (a) Prior to the Employee Transition Date, Sellers shall not terminate the employment of any Employee with such Person other than for Cause, provided, however, that Buyer shall be advised of any such pending termination a reasonable period of time in advance of such action. Sellers shall notify Buyer promptly if any Employee resigns from employment with any Seller after the date of this Agreement but prior to the Second Closing, other than any such resignation by a Transferred Employee to commence employment with Buyer or Zone Trading. Sellers shall not, without the prior written consent of Buyer, (i) transfer any Employees to other employment with Sellers or any Affiliate of Sellers, or (ii) make any offer or commitment to retain, after the Employee Transition Deadline, any Employee.
(b) The employment of any Transferred Employee by Sellers shall end at the close of business on the last Business Day immediately preceding such Employee’s Employee Transition Date and the employment, partnership or membership relationship of such Transferred Employee with Buyer shall commence at 12:01 a.m. on the day of each such Transferred Employee’s Employee Transition Date.
(c) With respect to each Employee listed on Schedule 5.2(c) who becomes a Transferred Employee (the “Seller Assigned Employees”), for the period beginning on such Seller Assigned Employee’s Employee Transition Date and ending on the six-month anniversary of such Employee Transition Date, Buyer and Zone Trading agree to make available to Sellers the services of each such Seller Assigned Employee, at Sellers’ expense (such expense to be based solely on the allocable share of such Seller Assigned Employee’s regular compensation or distributions, bonus accrual and benefits for the portion of his or her working time devoted to services for Sellers and any reasonable out-of-pocket expenses authorized by Sellers in advance and incurred by such Seller Assigned Employee in connection with his or her performance of such services for Sellers), subject to (i) the continued employment, partnership or membership of such Seller Assigned Employees with Buyer or Zone Trading, (ii) Buyer’s approval, in its reasonable discretion, of Sellers’ selection of any particular Seller Assigned Employee to perform such services and the amount and scheduling of any such Person’s time to be devoted to such services, and (iii) such further limitations as may be set forth in Schedule 5.2(c). Notwithstanding the foregoing sentence, Bu...
Other Employment Matters. Except as set forth on Schedule 4.17 the Business is currently in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by any appropriate governmental authority and has withheld and paid to the appropriate governmental authority or is holding for payment not yet due to such governmental authority all amounts required to be withheld from employees of the Business and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (ii) the Business has paid in full to all their respective employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (iii) the Business is not liable for any payment to any trust or other fund or to any governmental or administrative authority, 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); (iv) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any governmental authority with respect to any persons currently or formerly employed by the Business; (v) Seller is not a party to, or otherwise bound by, any consent decree with, or citation by, any governmental authority relating to employees or employment practices; (vi) there is no charge or proceeding with respect to a violation of any occupational safety or health standard that has been asserted or is now pending or threatened with respect to the Business; (vii) there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other governmental authority in any jurisdiction in which Seller has employed or currently employs any person; and (viii) there are no controversies pending or, to the knowledge of Seller or the Stockholders, threatened, between Seller and any of the Business' respective employees, which controversies have or could reasonably be expected to...
Other Employment Matters. (a) Neither of the Sellers are a party to any labor or collective bargaining agreement.
(b) No labor organization or group of either of the Sellers’ employees has made a pending demand for recognition, there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of Sellers, threatened to be brought or filed with the National Labor Relations Board or other labor relations tribunal, and there is no organizing activity involving a Seller pending or, to the knowledge of Sellers, threatened by any labor organization or group of employees.
(c) There are no (i) strikes, work stoppages, slow-downs, lockouts or arbitrations or (ii) grievances or other labor disputes pending or, to the knowledge of Sellers, threatened against or involving either of the Sellers.
(d) There are no complaints, charges or claims against a Seller pending or, to the knowledge of the Sellers, threatened to be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment by a Seller, of any Person, including any claim for workers’ compensation.
(e) Each of the Sellers is in compliance in all material respects with all Laws and Orders in respect of employment and employment practices (including relating to employment or engagement of aliens or similar immigration matters) and the terms and conditions of employment and wages and hours, and has not, and is not, engaged in any unfair labor practice.
(f) Schedule 5.21(f) contains a complete and accurate list of the following information for each employee, officer or director of either of the Sellers, including each employee on leave of absence or layoff status: employer; name; job title; current compensation paid or payable and any change in compensation since the Balance Sheet Date; vacation accrued but unused as of a recent date; and service credited as of a recent date for purposes of vesting and eligibility to participate under any pension, retirement, profit-sharing, thrift-savings, deferred compensation, stock bonus, stock option, cash bonus, employee stock ownership (including investment credit or payroll stock ownership), severance pay, insurance, medical, welfare, or vacation plan or other Seller Benefit Plan; and all bonuses and any other amounts to be paid by a Seller at or in connection with the Closing.
(g) Except as set forth in Schedule 5.21(g), no officer or director of either of the Sellers a...
Other Employment Matters. Executive shall disclose to the Company any and all agreements relating to Executive’s prior employment that may affect Executive’s eligibility to be employed by the Company or limit the manner in which Executive may be employed. Unless Executive has informed the Company otherwise in writing, it is the Company’s understanding that any such agreements will not prevent Executive from performing the duties of Executive’s position and Executive represents that such is the case. Moreover, Executive agrees that, during the term of Executive’s employment with the Company, Executive will devote Executive’s full business efforts and time to the Company and Executive will not engage in any other employment, occupation, consulting or other business activity that conflict with Executive’s obligations to the Company. If Executive serves on the board of directors of any other company or entity, Executive shall provide the Company with a list of such companies or entities. If the Board reasonably deems such companies or entities to be competitors, customers or suppliers or Executive’s service on such board to otherwise represent a conflict of interest with Executive’s obligations to the Company, Executive will be required to resign Executive’s directorship with such companies or entities at the reasonable request of the Board. Executive agrees not to bring any third party confidential information to the Company, including that of Executive’s former employers, and that in performing Executive’s duties for the Company, Executive will not in any way utilize any such information. As a Company employee, Executive will be expected to follow the Company’s policies and procedures.
Other Employment Matters a. This is agreement will be binding on the Company and its successors and will insure to the benefit of and be enforceable by your personal or legal representatives, heirs and successors.
b. This agreement and all questions of its interpretation, performance and enforcement and the rights and remedies of parties will be determined in accordance with the laws of the State of Illinois without application of conflict of law principles.
c. This agreement supersedes any and all prior agreements, whether written or oral, between the Company or any representative thereof and you relating to the services performed by you for the Company or your compensation for such services, and all such prior agreements are null and void.
d. Any notice required or permitted to be given under this agreement will be in writing and will be deemed given by: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt at the following addresses or to such other addresses either party shall specify by like notice: if to the Company: Chief Financial Officer Exicure, Inc. 0000 Xxxxx Xxx Skokie, IL 000 Xxxxxxx Xxxxx And if to you: Xx. Xxxxxxxxxxxxx Xxx Xxxxxxxxxx [ ]
e. The Agreement may be amended or modified only upon the written consent of the Company and you.
f. You hereby represent and warrant to the Company that (a) neither the execution of this Agreement by you nor the performance of any of your obligations or duties hereunder will conflict with or violate or constitute a breach of the terms of any employment or other agreement to which you are a party or by which you are bound, and (b) you are not required to obtain the consent of any person, firm, corporation or other entity in order to enter into this Agreement or to perform any of your obligations or duties hereunder.
g. Also included in this letter is an offer to you to self-disclose as a person with a disability. It is a government requirement that Exicure provides this opportunity to you, and your completion of the form is strictly voluntary. Any information you provide is confidential. Upon your acceptance of this offer, we will forward a...
Other Employment Matters. (a) Neither Complete nor any of its Subsidiaries is a party to any labor or collective bargaining agreement.
(b) No labor organization or group of Complete, its Subsidiaries or any of their respective employees has made a pending demand for recognition, there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Complete, threatened to be brought or filed with the National Labor Relations Board or other labor relations tribunal, and there is no organizing activity involving Complete or any of its Subsidiaries or, to the Knowledge of Complete, threatened by any labor organization or group of employees.
(c) Except as set forth in Section 5.22(c) of the Complete Disclosure Schedule, there are no (i) strikes, work stoppages, slow-downs, lockouts or arbitrations or (ii) grievances or other labor disputes pending or, to the Knowledge of Complete, threatened against or involving Complete or any of its Subsidiaries.
(d) Except as set forth in Section 5.22(c) of the Complete Disclosure Schedule, there are no complaints, charges or claims against Complete or any of its Subsidiaries pending or, to the Knowledge of Complete, threatened to be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment by Complete or any of its Subsidiaries, of any Person, including any claim for workers’ compensation.
(e) Except as set forth in Section 5.22(c) of the Complete Disclosure Schedule, Complete and its Subsidiaries are in compliance in all material respects with all Laws and Orders in respect of employment and employment practices and the terms and conditions of employment and wages and hours, and have not, and are not, engaged in any unfair labor practice.
(f) Section 5.22(f) of the Complete Disclosure Schedule contains a complete and accurate list of the following information for each executive officer and each other employee with annual base compensation in excess of $150,000 of Complete or its Subsidiaries, including each such executive officer or employee on leave of absence or layoff status: employer; name; job title; current compensation paid or payable and any change in compensation since June 30, 2005; and all bonuses and any other amounts to be paid by Complete or its Subsidiaries at or in connection with the Closing.
(g) Except as set forth in Section 5.22(g) of the Complete Disclosure Schedule, to the Knowledge of Compl...
