Common use of Employment and Labor Matters Clause in Contracts

Employment and Labor Matters. (a) As of the date of this Agreement (i) neither Parent nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any Union applicable to employees of Parent or any of its Subsidiaries (“Parent Employees”), (ii) none of the Parent Employees is represented by any Union with respect to his or her employment with Parent or any of its Subsidiaries, (iii) to Parent’s knowledge, within the past three years, no Union has attempted to organize employees at Parent or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Parent Employees, (iv) within the past three years, there have been no actual or, to Parent’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Parent Employees causing significant disruption to the operations of a Parent facility, or (C) other form of Union disruption at Parent or any of its Subsidiaries, and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there is no unfair labor practice, labor dispute, or labor arbitration proceeding pending or, to the knowledge of Parent, threatened with respect to Parent Employees.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger

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Employment and Labor Matters. (a) As of the date of this Agreement Agreement: (i) neither Parent nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any Union applicable to employees of Parent or any of its Subsidiaries (“Parent Employees”), (ii) none of the Parent Employees is represented by any Union with respect to his or her employment with Parent or any of its Subsidiaries, (iii) to Parent’s knowledge, within the past three years, no Union has attempted to organize employees at Parent or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Parent Employees, (iv) within the past three years, there have been no actual or, to Parent’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Parent Employees Employees, causing significant disruption to the operations of a Parent facility, facility or (C) other form of Union disruption at Parent or any of its Subsidiaries, Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there is no unfair labor practice, labor dispute, dispute or labor arbitration proceeding pending or, to the knowledge of Parent, threatened with respect to Parent Employees.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Inuvo, Inc.)

Employment and Labor Matters. (a) As of the date of this Agreement Agreement: (i) neither Parent Sellers nor any of its Subsidiaries is the Business is/are a party party(ies) to or bound by any collective bargaining agreement, work rules or other agreement with any Union labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of Parent or any of its Subsidiaries (“Parent the Business Employees”), (ii) to the Knowledge of Sellers, none of the Parent Business Employees is represented by any Union with respect to his or her employment with Parent or any of its Subsidiariesemployment, (iii) to Parent’s knowledgeSellers’ Knowledge, within the past three (3) years, no Union has attempted to organize employees at Parent or any of its Subsidiaries Business Employees or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Parent Business Employees, (iv) within the past three (3) years, there have been no actual or, to Parent’s knowledgeSellers’ Knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Parent Employees Business Employees, causing significant disruption to the operations of a Parent facility, facility or (C) other form of Union disruption at Parent or any of its Subsidiaries, with respect to the Business and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Parent Business Material Adverse Effect, there is no unfair labor practice, labor dispute, dispute or labor arbitration proceeding pending or, to the knowledge Knowledge of Parentany Seller, threatened with respect to Parent Business Employees.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Fusion Telecommunications International Inc)

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Employment and Labor Matters. (a) As of the date of this Agreement (i) (A) Except in accordance with applicable Law, neither Parent nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement, or similar agreement or work rules or other agreement practices with any Union labor union, works council, labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (B) there are no pending or, to the knowledge of Parent, threatened strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (iiC) none of the Parent Employees there is represented by any Union with respect to his no union organizing effort pending or her employment with threatened against Parent or any of its Subsidiaries, (iiiD) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Parent’s knowledge, within threatened with respect to Parent Employees, and (E) there is no slowdown or work stoppage in effect or, to the past three yearsknowledge of Parent, no Union threatened with respect to the Parent Employees, nor has attempted to organize employees at Parent or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of experienced any Parent Employeesevents described in clauses (B), (ivC), (D) or (E) within the past three years; except, there have been no actual or, with respect to Parent’s knowledge, threatened (A) work stoppages, lock-outs or strikes, clauses (B) slowdownsand (D) hereof, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Parent Employees causing significant disruption to the operations of a Parent facilityas would not have, or (C) other form of Union disruption at Parent or any of its Subsidiaries, and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there is no unfair labor practice, labor dispute, or labor arbitration proceeding pending or, to the knowledge of Parent, threatened with respect to Parent Employees.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cousins Properties Inc)

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