H. Successorship and Mergers
1. This Agreement including the rates of pay, rules and working
conditions set forth in this Agreement shall be binding upon any
successor or assign of the Company unless and until changed in
accordance with the provisions of the Railway Labor Act, as
amended. For purposes of this paragraph, a Successor or assign
shall be defined as an entity which acquires all or substantially all of
the assets or equity of a Company through a single transaction or
multi-step related transaction which closes within a twelve (12)
month period.
2. No contract or other legally binding commitment involving the
transfer of ownership or control pursuant to a Successorship
transaction, whether by sale, transfer or lease of the Company,
Parent or Subsidiary of the Parent, or substantially all of the assets
of any entity, will be signed or otherwise entered into unless it is
agreed as a material and irrevocable condition of entering into,
concluding and implementing such transaction that this Agreement
including the rates of pay, rules and working conditions set forth in
this Agreement will be assumed by the successor employer and
employees on the then current Chautauqua Airlines system
seniority list will be employed in accordance with the provisions of
this Agreement. The Company shall give notice of the existence of
this Agreement to any purchaser, transferee, lessee, or assignee of
the operation covered by this Agreement or any substantial part
thereof. Such notice shall be in writing with a copy to the Union, at
the time the seller, transferor, or lessor executes a definitive
agreement with respect to a transaction as herein described.
3. In the event of a merger of airline operations between the Company
and another air carrier the Company will require, as a condition of
any such operational merger that provisions be included requiring
that the surviving carrier shall provide for fair and equitable
integration of the pre-merger pilots’ seniority lists in accordance
with Articles 3 and 13 of the Allegheny Mohawk LPPs.
4. Integration of the pilot groups shall not occur until the pilot seniority
lists are merged pursuant to procedures as described above.
5. The following additional requirements shall be applicable in the
event of a merger, purchase or acquisition involving the Company,
regardless of the identity of the surviving carrier or whether formerly
separate operations are to be integrated.
a. Unless and until any operational merger is finally
effectuated, the Union will continue to be recognized as the
representative of the pre-merger Company pilots, so long as
such recognition is consistent with the Railway Labor Act
and any applicable rulings or orders of the National
Mediation Board. Recognition of a post-merger
representative shall be governed by the Railway Labor Act
and by any applicable rulings or orders of the National
Mediation Board.
b. Subject to applicable securities and other laws and
regulations, the Company will review with the union the
details of any material agreements relating to Successorship
transactions in a timely manner, provided that no financial or
other confidential business information need be disclosed
unless suitable arrangements are made for protecting the
confidentiality and use of such information.
c. The operations of the Company and those of the other air
carrier shall be kept separate unless and until the processes
described in paragraph b above is completed and the
seniority lists of the two pilot groups are integrated in
accordance with Sections 3 and 13 of the Allegheny-
Mohawk Labor Protective Provisions are completed. During
such time of separate operations, neither aircraft nor pilots
shall be interchanged without the Union’s written consent.
d. Until the processes described in paragraph c above are
completed, no flight deck crew member covered by this
Agreement shall be reduced in status or pay category as an
effect of the merger, purchase or acquisition.
e. During the period of separate operations pilots on the
Chautauqua Pilots System Seniority List prior to the merger,
purchase, or acquisition shall operate all aircraft on hand at
the Company, all aircraft on firm order to the Company and
all aircraft acquired by the Company other than as a result of
the transaction after public announcement of the acquisition
in accordance with this Agreement, provided however that
nothing herein shall be construed to prevent fleet reductions
which are attributable to economic or other reasons and
conditions not related to the transaction, or the retirement of
existing aircraft in the normal course of business.
f. The Company or surviving carrier, if different than the
Company, shall meet promptly with the Union upon request
to negotiate the implementation of the requirements of this
Article.
