Notice of Proposed Actions (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier.
(b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights.
(c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.
Compelled Disclosure The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Compelled Disclosures If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 6.3 of these General Terms; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
DISCHARGE AND DISCIPLINE (a) Each employee must be provided in writing with all notations of derogatory or disciplinary action, which are to be placed on the employee records. Unless such notation is made in writing to the employee, the Board will not use such incident as part of the employee’s past record to justify a later disciplinary action. Such notice must be given to the employee within ten (10) working days of the discovery of the occurrence-giving rise to the action. In such cases, the President of the Union shall be notified by mail that the employee has been disciplined or received a derogatory notation. Any written reply made by an employee to a derogatory notation, disciplinary action or performance appraisal shall be included in the employee’s personnel file provided such reply is received by the Board within ten (10) working days of the occurrence. The time limits in 12.01 shall be observed hereto, except where an extension of such time limits is mutually agreed upon.
(b) Notwithstanding 12.01 (a) above, in the event that an investigation is deemed necessary by the Board, and/or the Police, the CAS or any other outside agency, the Board shall notify the employee in writing that an investigation is being conducted. Such notice shall include the general nature of the investigation and a copy of the letter shall be sent to the President of the Union.
12.02 If an employee who has attained seniority is discharged, demoted or suspended and the employee feels that the employee has been unjustly discharged, demoted or suspended, then the case may be taken up as a grievance. If such a grievance is undertaken, it shall begin at Step No. 2, provided that such grievance is submitted in writing to the Manager, Employee Relations within five (5) working days of the discharge, demotion or suspension.
12.03 When an employee is to be disciplined in writing or discharged, the employee shall:
(a) be so advised by the supervisor or a senior member of management;
(b) be advised of the time and place of the discipline or termination meeting;
(c) be accompanied by the President of the Union or designate;
(d) be given the reasons for the discipline or discharge at such meeting.
12.04 An employee may request in writing to the Manager, Employee Relations to have a written warning removed from the employee's personnel record after two years, providing no subsequent written warning or disciplinary action has been placed on the employee's personnel record in the intervening two (2) year period. The decision of the Manager, Employee Relations shall be final and binding and communicated in writing to the employee.
DISCHARGE AND DISCIPLINARY ACTION 10.01 A claim by an employee that he has been discharged or suspended, without just cause, shall be a proper subject for a grievance. Such a grievance shall be submitted in writing to the Employer at Step Two within ten (10) working days after the employee receives notice that he has ceased to work for the Employer or has been notified of the suspension, as the case may be. Notwithstanding the time limits contained in Article 9.03 Step Two, the Parties will meet in attempt to resolve the grievance within five (5) working days of said grievance being filed at Step Two.
10.02 It is understood that an employee has the right to Union representation by a shop ▇▇▇▇▇▇▇ or other Union Officer when discipline is given. The Employer shall send a copy of any written discipline to the Union. Should the Employer fail to provide a copy of the discipline, the timelines found in Article 9.03 shall be waived.
10.03 All disciplinary notices on an employee's record shall be removed after fifteen (15) months.
10.04 A claim of suspension or discharge may be settled by confirming the Employer's action or by reinstating the employee with full seniority and compensation for lost time, or by any other arrangements as to compensation or reinstatement which is just and equitable in the opinion of the conferring Parties, or in the opinion of the arbitrator.
10.05 It is clearly understood between the Parties that Probationary Employees may be discharged for reasons less serious in nature than employees having attained proper seniority standing.
10.06 An employee shall be granted access to his personnel file on demand at a convenient time and, if the employee wishes, in the presence of a Union Officer or Union Staff Representative.