Employees, Labor Matters, etc. Except as set forth in the Financial Statements, neither the Company nor any of the Subsidiaries is a party to or bound by, and none of their employees is subject to, any collective bargaining agreement, and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed by the Company or any of the Subsidiaries. There has not occurred or been threatened any material strike, slow down, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees of the Company or any of the Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or threatened with respect to any employee of the Company or any of the Subsidiaries. The Company and the Subsidiaries have complied with all applicable Laws pertaining to the employment or termination of employment of their respective employees, including, without limitation, all such Laws relating to labor relations, equal employment opportunities, fair employment practices, prohibited discrimination or distinction and other similar employment activities; except for any failure to comply that, individually and in the aggregate, is not reasonably likely to result in any Company Material Adverse Effect.
Employees, Labor Matters, etc. Seller is not a party to or bound by any collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed in the operation of the Business. Since August 31, 1994, there has not occurred or, to the knowledge of Seller, been threatened any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees employed in the operation of the Business. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the knowledge of Seller, threatened with respect to any employee employed in the operation of the Business.
Employees, Labor Matters, etc. (a) The existing Equity Incentive Pool fully reflects the Company’s and its Subsidiaries’ employee equity compensation policy as of the date of this Agreement.
Employees, Labor Matters, etc. Except as set forth in Schedule 3.1.20, Transferor is not a party to or bound by any collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent or, to Transferor's Knowledge, attempting to represent any employees employed in the operation of the Business. Since December 31, 1997, there has not occurred or, to Transferor's Knowledge, been threatened any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees employed in the operation of the Business. Except for items set forth on Schedule 3.1.20, with respect to which Transferor has Adequate Reserves, there are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the Knowledge of Transferor, threatened with respect to any employees employed in the operation of the Business. Transferor has complied with all provisions of Applicable Law pertaining to the employment of employees, including all such Laws relating to labor relations, equal employment, fair employment practices, entitlements, prohibited discrimination or other similar employment practices or acts, except for any failure so to comply that, individually or together with all such other failures has not had or resulted in, and will not have or result in, a Material Adverse Effect. Except for items set forth on Schedule 3.1.20, with respect to which Transferor has Adequate Reserves, Transferor is not party to any agreement with any employee employed in the Business that contains change of control and/or severance provisions that would become operative by virtue of the consummation of the transaction that is the subject of this Agreement.
Employees, Labor Matters, etc. (a) There are no outstanding, pending, or to the Investees’ Knowledge, threatened, material labor disputes currently subject to any grievance procedure, arbitration or litigation with respect to any employee of the Group Companies.
Employees, Labor Matters, etc. Except as set forth in Schedule 3.1(w), Seller is not a party to or bound by any collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed in the operation of the Business. Since January 1, 1994 there has not occurred or, to the knowledge of Seller, been threatened any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees employed in the operation of the Business. Except as set forth on Schedule 3.1(w), there are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the knowledge of Seller, threatened with respect to any employee employed in the operation of the Business. Seller has complied with all provisions of Applicable Law pertaining to the employment of employees, including, without limitation, all such Laws relating to labor relations, equal employment, fair employment practices, entitlements, prohibited discrimination or other similar employment practices or acts, except for any failure so to comply that, individually or together with all such other failures, has not and will not result in a material liability or obligation on the part of the Buyer or the Business, and has not had or resulted in, and will not have or result in, individually or in the aggregate, a Material Adverse Effect.
Employees, Labor Matters, etc. The Acquired Companies have listed in Schedule 4.21 and have furnished to TBA true and complete copies of: (a) any written employment agreements with officers and directors of any Acquired Company; and (b) any written employment agreements with its employees which by their terms may not be terminated by the Acquired -27- 32 Company at will or which grants severance payments. No Acquired Company has entered into any similar oral employment agreements. Except as set forth in Schedule 4.21, no Acquired Company is a party to or bound by any collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent or, to the Knowledge of the Shareholders, attempting to represent any employees employed by any Acquired Company. Since January 1, 1997 there has not occurred or, to the knowledge of the Shareholders and the Acquired Companies, been threatened any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees employed by any Acquired Company. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the knowledge of the Shareholders and the Acquired Companies, threatened with respect to any employee of any Acquired Company. To the Knowledge of the Shareholders, the Acquired Companies have complied with all provisions of Applicable Law pertaining to the employment of employees, including, without limitation, all such laws relating to labor relations, equal employment, fair employment practices, entitlements, prohibited discrimination or other similar employment practices or acts, except for any failure so to comply that, individually or together with all such other failures, has not and will not result in a material liability or obligation on the part of TBA or the Acquired Companies, and has not had or resulted in, and will not have or result in, a Material Adverse Effect. To the Shareholders' Knowledge, no key employee or group of employees has any plans to terminate employment with any Acquired Company. Except as set forth on Schedule 4.21, there are no loans or other obligations payable or owing by any Acquired Company to any shareholder, officer, director or employee of any Acquired Company (except salaries and wages incurred and accrued in the ordinary course of business), nor are there any loans or debts payable or o...
Employees, Labor Matters, etc. The Company is not a party to or bound by any collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees of the Company. To the knowledge of the Company, there has not occurred or been threatened any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees of the Company. The Company has no knowledge of any labor disputes currently subject to any grievance procedure, arbitration or litigation or any representation petition pending or threatened with respect to any employee of the Company. The Company has no knowledge that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing. Except as described in Schedule 3.17, the employment of all employees of the Company is terminable at will, with or without cause, and without the Company thereby incurring liability for severance or otherwise.
Employees, Labor Matters, etc. MTI is not a party to or bound by any collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed in the operation of the Fuel Cell Business. Schedule 3.1(v) contains a list of all employees of MTI that work for or in the Fuel Cell Business, along with the position and the annual rate of compensation of each such person. Each such employee, as well as any other person who was involved in the development or creation of MTI's Intellectual property Rights, has entered into a confidentiality and assignment of inventions agreement with MTI, a copy of which has previously been delivered to the Company. Except as set forth in Schedule 3.1(v), to the Knowledge of MTI, no key employee or group of employees employed by MTI in the Fuel Cell Business has any plans to terminate employment with MTI. MTI has complied in all material respects with all provisions of Applicable Law pertaining to the employment of the employees of the Fuel Cell Business, including, without limitation, all such Laws relating to labor relations, equal employment, fair employment practices, entitlements, prohibited discrimination or other similar employment practices or acts, except for any failure or failures to comply that, individually or together with all such other failures, has not and will not result in a material liability or obligation on the part of the Fuel Cell Business, and has not had or resulted in, and will not have or result in, an adverse effect on the Fuel Cell Business.
Employees, Labor Matters, etc. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Company or any of the Subsidiaries as of the date hereof. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company and each of the Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, employee classification and wages and hours.
