Common use of Employment and Labor Matters Clause in Contracts

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company 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 Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (DPL Inc), Agreement and Plan of Merger (Aes Corp), Agreement and Plan of Merger (DPL Inc)

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Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as As of the date of this Agreement: (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company 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 Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees.

Appears in 3 contracts

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

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as As of the date of this Agreement: (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company 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 Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility facility, or (C) other form of Union disruption at the Company or any of its Subsidiaries Subsidiaries, and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute dispute, or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company 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

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither Neither the Company 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 labor union, works council, labor organization, organization or employee association, or works council (each, a “Union”) association applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company 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 Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except . Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, (A) there are no pending or, to the knowledge of the Company, threatened in writing strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries (the “Company Employees”), (B) there is no union organizing effort pending or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries, (C) there is no unfair labor practice, labor dispute (other than routine grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened in writing, with respect to the Company Employees, (D) there is no slowdown or work stoppage in effect or, to the knowledge of the Company, threatened in writing with respect to the Company Employees, nor has the Company or any of its Subsidiaries experienced any events described in clauses (A), (B), (C) or (D) within the past three years.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Weingarten Realty Investors /Tx/), Agreement and Plan of Merger (Kimco Realty Corp)

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Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as As of the date of this Agreement: (i) neither ISG nor the Company nor any of its Subsidiaries Business is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a "Union") applicable to employees of ISG or the Company or any of its Subsidiaries Business ("Company Employees”)"}, (ii) none of the Company Employees is Is represented by any Union with respect to his or her employment with the Company or any of its Subsidiariesother Business, (iii) to the Company’s Sellers' knowledge, within the past three years, no Union has attempted to organize employees at ISG or the Company or any of its Subsidiaries Business or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s Sellers' knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, . boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) } other form of Union disruption at lSG or the Company or any of its Subsidiaries Business and (v) except as would not reasonably be expected to have, . individually or in the aggregate, a Company Business Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Companyof.the Sellers, threatened with respect to Company Employees.

Appears in 1 contract

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

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as As of the date of this Agreement: (i) neither NBS nor the Company nor any of its Subsidiaries Business is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a "Union") applicable to employees of NBS or the Company or any of its Subsidiaries Business ("Company Employees"), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiariesother Business, (iii) to the Company’s Sellers' knowledge, within the past three years, no Union has attempted to organize employees at NBS or the Company Business or any of its Subsidiaries or filed flied a petition with the National Labor labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s Sellers' knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins Ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at NBS or the Company or any of its Subsidiaries Business and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Business Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the CompanySellers, threatened with respect to Company Employees.

Appears in 1 contract

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

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