Common use of Key Employees Clause in Contracts

Key Employees. Each of the Company's directors, officers and any Key Employee (as defined below) is currently serving the Company in the capacity disclosed in the SEC Documents. No Key Employee, to the best of the knowledge of the Company and its subsidiaries, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each Key Employee does not subject the Company or any of its subsidiaries to any material liability with respect to any of the foregoing matters. No Key Employee has, to the best of the knowledge of the Company and its subsidiaries, any intention to terminate or limit his employment with, or services to, the Company or any of its subsidiaries, nor is any such Key Employee subject to any constraints which would cause such employee to be unable to devote his full time and attention to such employment or services. "Key Employee" means the persons listed on Schedule 3(v) and any individual who assumes or performs any of the duties of a Key Employee.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Merlin Software Technologies International Inc), Securities Purchase Agreement (Waverider Communications Inc)

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Key Employees. Each of the Company's directors, officers and any Key Employee (as defined below) is currently serving the Company in the capacity disclosed in the SEC Documents. No As of the Closing Date, no Key Employee, to the best of the knowledge of the Company and its subsidiaries, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each Key Employee does not subject the Company or any of its subsidiaries to any material liability with respect to any of the foregoing matters. No As of the Closing Date, no Key Employee has, to the best of the knowledge of the Company and its subsidiaries, any intention to terminate or limit his employment with, or services to, the Company or any of its subsidiaries, nor is any such Key Employee subject to any constraints which would cause such employee to be unable to devote his full time and attention to such employment or services. "Key Employee" means the persons listed on Schedule 3(v) and any individual who assumes or performs any of the duties of a Key Employee3(u).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sangstat Medical Corp), Securities Purchase Agreement (Sangstat Medical Corp)

Key Employees. Each of the Company's ’s directors, officers and any Key Employee (as defined below) is currently serving the Company in the capacity disclosed in the SEC Documents. No Key Employee, to the best of the knowledge of the Company and its subsidiaries, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each Key Employee does not subject the Company or any of its subsidiaries to any material liability with respect to any of the foregoing matters. No Key Employee has, to the best of the knowledge of the Company and its subsidiaries, any intention to terminate or limit his employment with, or services to, the Company or any of its subsidiaries, nor is any such Key Employee subject to any constraints which would cause such employee to be unable to devote his full time and attention to such employment or services. "Key Employee" means the persons listed on Schedule 3(v) 6.21 and any individual who assumes or performs any of the duties of a Key Employee.

Appears in 2 contracts

Samples: Form of Subscription Agreement (Vendingdata Corp), Form of Subscription Agreement (Vendingdata Corp)

Key Employees. Each of the Company's directors, directors and officers and any Key Employee (as defined below) is currently serving the Company in the capacity disclosed in the SEC Documents. No To the Company's knowledge, no Key Employee, to the best of the knowledge of the Company and its subsidiaries, Employee is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each Key Employee does not subject the Company or any of its subsidiaries Principal Subsidiaries to any material liability with respect to any of the foregoing matters. No Key Employee has, to the best of the knowledge of the Company and its subsidiariesCompany's knowledge, any intention to terminate or limit his employment with, or services to, the Company or any of its subsidiariesPrincipal Subsidiaries, nor nor, to the knowledge of the Company, is any such Key Employee subject to any constraints which would cause such employee to be unable to devote his full time and attention to such employment or services. "Key EmployeeKEY EMPLOYEE" means the persons listed on Schedule 3(v) and any individual who assumes or performs any of the duties of a Key Employee3(w).

Appears in 1 contract

Samples: Securities Purchase Agreement (Level 8 Systems Inc)

Key Employees. Each of the Company's directors, officers and any Key Employee (as defined below) is currently serving the Company in the capacity disclosed in the SEC Documents. No Key Employee, to the best of the knowledge of the Company and its subsidiaries, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each Key Employee does not subject the Company or any of its subsidiaries to any material liability with respect to any of the foregoing matters. No Key Employee has, to the best of the knowledge of the Company and its subsidiaries, any intention to terminate or limit his employment with, or services to, the Company or any of its subsidiaries, nor nor, to the knowledge of the Company, is any such Key Employee subject to any constraints which would cause such employee to be unable to devote his full time and attention to such employment or services. "Key EmployeeKEY EMPLOYEE" means the persons listed on Schedule 3(v) and any individual who assumes or performs any of the duties of a Key Employee.

Appears in 1 contract

Samples: Securities Purchase Agreement (Virologic Inc)

Key Employees. Each of the Company's directors, directors and officers and any Key Employee (as defined below) is currently serving the Company in the capacity disclosed in the Company's current SEC Documentsfilings. No Key Employee, to To the best of the knowledge of the Company and its subsidiariesCompany's knowledge, no Key Employee is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each Key Employee does not subject the Company or any of its subsidiaries Subsidiaries to any material liability with respect to any of the foregoing matters. No Key Employee has, to the best of the knowledge of the Company and its subsidiariesSubsidiaries, any intention to terminate or limit his employment with, or services to, the Company or any of its subsidiariesSubsidiaries, nor is any such Key Employee subject to any constraints which would cause such employee to be unable to devote his full time and attention to such employment or services. For purposes of this Agreement, "Key Employee" means the persons listed on in Section 3(o) of the Disclosure Schedule 3(v) and any individual who assumes or performs any of the duties of a Key Employee.

Appears in 1 contract

Samples: Securities Purchase Agreement (Imedia International Inc)

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Key Employees. Each of the Company's directors, officers and any Key Employee (as defined below) is currently serving the Company in the capacity disclosed in the Filed SEC DocumentsDocuments or Schedule 3.18. No Key Employee, to the best of the knowledge of the Company and its subsidiaries, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each Key Employee does not subject the Company or any of its subsidiaries to any material liability with respect to any of the foregoing matters. No Key Employee has, to the best of the knowledge of the Company and its subsidiaries, any intention to terminate or limit his employment with, or services to, the Company or any of its subsidiaries, nor is any such Key Employee subject to any constraints (e.g., litigation) which would cause such employee to be unable to devote his full time and attention to such employment or services. "Key Employee" means the persons listed on Schedule 3(v) and any individual who assumes , except where such termination, limitation or performs any of the duties of a Key Employee.constraints would not reasonably be expected

Appears in 1 contract

Samples: Securities Purchase Agreement (On Technology Corp)

Key Employees. Each of the Company's directors, officers and any Key Employee (as defined below) is currently serving the Company in the capacity disclosed in the SEC Documents. No Key Employee, to the best of the knowledge of the Company and its subsidiaries, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each Key Employee does not subject the Company or any of its subsidiaries to any material liability with respect to any of the foregoing matters. No Key Employee has, to the best of the knowledge of the Company and its subsidiaries, any intention to terminate or limit his employment with, or services to, the Company or any of its subsidiaries, nor nor, to the knowledge of the Company, is any such Key Employee subject to any constraints which would cause such employee to be unable to devote his full time and attention to such employment or services. "Key EmployeeKEY EMPLOYEE" means the persons listed on Schedule 3(v) of the Schedule of Exceptions and any individual who assumes or performs any of the duties of a Key Employee.

Appears in 1 contract

Samples: Exchange Agreement (Virologic Inc)

Key Employees. Each of the Company's directors, officers and any Key Employee (as defined below) is currently serving the Company in the capacity disclosed in the SEC Documents. No Key Employee, to the best of the knowledge of the Company and its subsidiaries, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each Key Employee does not subject the Company or any of its subsidiaries to any material liability with respect to any of the foregoing matters. No Key Employee has, to the best of the knowledge of the Company and its subsidiaries, any intention to terminate or limit his employment with, or services to, the Company or any of its subsidiaries, nor is any such Key Employee subject to any constraints which would cause such employee to be unable to devote his full time and attention to such employment or services. "Key EmployeeKEY EMPLOYEE" means the persons listed on Schedule SCHEDULE 3(v) and any individual who assumes or performs any of the duties of a Key Employee.

Appears in 1 contract

Samples: Securities Purchase Agreement (Network Commerce Inc)

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