Works Councils. All of the requirements of Section 25 of The Netherlands Works Council Act (Wet op de Ondernemingsraden) in connection with the transactions contemplated by the Finance Documents which are applicable to an Obligor have been complied with by that Obligor.
Works Councils. The Company and its Subsidiaries shall use commercially reasonable efforts to comply in all material respects with all notification, consultation and other processes, including with respect to any works council, economic committee, union or similar body, that are necessary to effectuate the transactions contemplated by this Agreement. Buyer shall take all steps reasonably requested by the Company and which are required for the Company and its Subsidiaries to comply with such processes.
Works Councils. All required notices to any works council, personnel committee or similar employee council or committee shall have been made, and any required consultation with any works council, personnel committee or similar employee council or committee shall have occurred.
Works Councils. The parties hereto shall cooperate in good faith to comply in all material respects with all notification, consultation and other processes, if any, relating to current or former employees, consultants, independent contractors or directors or Company Plans relating to the transactions contemplated by this Agreement, which shall include any required notifications and consultation and other processes with respect to any labor union, works council or other organized employee representative body as required to either (i) obtain an opinion or acknowledgment from such labor union, works council or other organized employee representative body or (ii) establish that such opinion or acknowledgment is not a precondition to the Closing. The Company will (or will cause its applicable subsidiary to) initiate and finalize all notice or consultation obligations, if any, related to any current or former employee, consultant, independent contractor or director or Company Plan required as a result of the transactions contemplated by this Agreement and agrees to provide Parent with copies of all documents it intends to provide to any employee or labor union, works council or other organized employee representative body in connection with any of the foregoing at least three (3) Business Days in advance of distribution, and to consider in good faith any changes or additions that Parent may propose to such documents.
Works Councils. Prior to the Effective Time, the Company and Parent shall notify all works councils, as appropriate, as to the transactions contemplated hereby, shall reasonably consult with such works council to the extent required, and shall make such changes to this Agreement as are mutually agreed by Parent and the Company as required as a result of such consultations.
Works Councils. The Company shall, and shall cause its Subsidiaries to, cooperate, assist and consult with the Parent Parties in relation to ascertaining the extent to which (if any) the provision of information to, and/or consultation with, the Company’s or its Subsidiaries’ employees and their representatives is required in connection with any of this Agreement, the Merger, the Financing or the other transactions contemplated herein, and the Company shall consult with the Parent Parties with respect to information to be provided therewith. This obligation shall include the timely confirmation to the Parent Parties of whether any local or national level collective agreements with trade unions, works councils or other employee representative bodies exist, and the provision to the Parent Parties of copies of any such agreements to the extent that they may impact on any party’s obligations to inform and/or consult with employees or their representatives. Each party shall arrange and facilitate or continue discussions with the Company’s or its Subsidiaries’ employees and/or their representatives in a timely manner to enable the parties to fully comply with their obligations in this regard. Neither the Company nor any of its Subsidiaries shall provide any information to any employee or employee representative (i) pursuant to any obligation it has to provide information to them or consult with them arising out of the Merger or this Agreement or (ii) in connection with the intentions of the Parent Parties regarding the Company and its Subsidiaries, in each case without first consulting with Parent.
Works Councils. Neither the Company nor any of its Subsidiaries is subject to any non-U.S. works’ councils or similar organizations. Neither the Company nor any of its Subsidiaries is presently nor has it been in the past a party to, or bound by, any agreements, contract or other arrangement with any non-U.S. works council or similar organization with respect to Employees. The consummation of the Merger and the other transactions contemplated by this Agreement will not entitle any third party (including any works’ council, labor union or labor organization) to any payments under any collective bargaining agreement, labor agreement or any similar agreement or arrangement to which the Company or any of its Subsidiaries is subject or require the Company or any of its Subsidiaries to consult with any works’ council or similar labor relations body.
Works Councils. All (A) filings and notifications required to be made, (B) information and consultation processes required to be completed, (C) meetings required to be convened, (D) advice, opinions and consents required to be obtained or adopted and (E) agreements required to be entered into, in each case in connection with the transactions to be consummated with respect to the United States, United Kingdom and, France (and, if applicable, with respect to any other jurisdiction to be included in the Initial Closing in accordance with subclause (e) of the definition thereof), to, with or from the works councils, labor unions, trade unions and other similar labor organizations and employee representative bodies of the members of the Seller Group and the Purchaser Group, shall have been made, completed, convened, obtained, adopted and entered into, as applicable, in each case in accordance with applicable Law (or, if applicable, in the case of any works council, labor union, trade union or other similar labor organization or employee representative body in Germany, negotiations with respect to such matters shall have ultimately failed; provided, however, for the avoidance of doubt, that neither the satisfaction nor the failure of the condition set forth in this Section 6.1(a)(iii), with respect to any jurisdiction other than the United States, United Kingdom and France, shall have any effect on the respective obligations of the parties to effect the Initial Closing hereunder).
Works Councils. Sellers shall in due time inform and consult with the Employees and their representatives, if any, to the extent required by law.
Works Councils. 3.3.1 ST shall use its reasonable best efforts to:
(a) take any such reasonable action as is required to complete the information and consultation procedure with ST’s Works Council and obtain a written opinion from ST’s Works Council; and
(b) promptly co-operate with and (as promptly as practicable) provide all necessary information and assistance reasonably required by ST’s Works Council.
3.3.2 NXP shall use its reasonable best efforts to:
(a) take any such reasonable action as is required to obtain an unconditional positive advice or an advice with conditions from NXP’s Works Council which are accepted by each of the Parties in accordance with Clause 3.3.3, subject to Clauses 3.3.5 and 3.3.6 below; and
(b) (promptly) co-operate with and (as promptly as practicable) provide all necessary information and assistance reasonably required by NXP’s Works Council.
3.3.3 Each Party shall provide the other Party with the necessary information concerning assets and Employees within ten (10) Business Days following the date of this Agreement in order to enable such Party to comply with its obligations under Clauses 3.3.1 and 3.3.2.
3.3.4 If any conditions or arrangements in relation to the Group are introduced by NXP’s Works Council in its advice as referred to in Clause 3.3.2, these conditions shall not be accepted by NXP, unless with the prior written consent of ST. Once approval for these conditions, that might include arrangements that are binding upon the Company and /or the Group Companies, have been given by each of ST and NXP, the Parties shall negotiate on the changes (if any) to the Transaction Documents which are appropriate under the circumstances, bearing in mind the intent and purpose of the terms and conditions set forth in the Transaction Documents. The Parties agree and acknowledge that such negotiations should take place in good faith and as far as reasonably possible should be consistent with the understandings of the parties reflected in the Transaction Documents.
3.3.5 If, after Clauses 3.3.2(a), 3.3.2(b) and 3.3.3 have been complied with, NXP’s Works Council still has not rendered an unconditional positive advice or an advice with conditions acceptable to each of the Parties, then NXP shall, unless otherwise agreed by ST, after receipt of the advice, inform NXP’s Works Council in writing of:
(i) the resolution of the board of NXP in respect of the Transaction; and if and insofar as such resolution deviates from the advice:
(ii) the grounds and ...
