Ag Business Employee definition

Ag Business Employee means any employee of Descartes or its Subsidiaries who is set forth on Section 1.1(c) of the Descartes Disclosure Schedule (by employee identification number and job title), which (a) shall be updated by Descartes prior to the Closing Date to reflect (i) terminations of employment, and employees hired or transferred to replace employees set forth on Section 1.1(c) of the Descartes Disclosure Schedule, in each case, as permitted by Section 5.2(b)(vi) and Section 5.2(b)(vii) and (ii) the addition of any employee as mutually agreed upon by the parties (it being understood that Descartes will consider in reasonable good faith any requests by Fermat, made in reasonable good faith at least forty-five (45) days prior to the Closing Date, to add (A) employees who provide functional support to the Ag Business, and (B) employees located in India who are set forth on Section 3.17(g) of the Descartes Disclosure Schedule and who dedicate fifty percent (50%) or more of their business time to the Ag Business), and (b) is inclusive of each employee who, immediately prior to the Closing, is Related to the Ag Business.
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Ag Business Employee means any employee of Descartes or its Subsidiaries who is set forth on Section 1.1(c) of the Descartes Disclosure Schedule (by employee identification number and job title), which (a) shall be updated by Descartes prior to the Closing Date to reflect (i) terminations of employment, and employees hired or transferred to replace employees set forth on Section 1.1(c) of the Descartes Disclosure Schedule, in each case, as permitted by Section 5.2(b)(vi) and Section 5.2(b)(vii) and (ii) the addition of any employee as mutually agreed upon by the parties (it being understood that Descartes will consider in reasonable good faith any requests by Fermat, made in reasonable good faith at least forty-five (45) days prior to the Closing Date, to add (A) employees who provide functional support to the Ag Business, and (B) employees located in India who are set forth on Section 3.17(g) of the Descartes Disclosure Schedule and who dedicate fifty percent (50%) or more of their business time to the Ag Business), and (b) is inclusive of each employee who, immediately prior to the Closing, is Related to the Ag Business. “Ag Business Material Adverse Effect” means any fact, change, circumstance, event, occurrence, condition, development, effect or combination of the foregoing that, individually or in the aggregate, is or could reasonably be expected to (a) be materially adverse to the business, properties, financial condition or results of operations of the Ag Business taken as a whole or (b) prevent or materially delay the consummation of the Ag Acquisition and the other transactions contemplated hereby; provided that no such event, effect or change resulting or arising from or in connection with any of the following matters shall be deemed by itself or by themselves, either alone or in combination, to constitute or contribute to an Ag Business Material Adverse Effect: (i) the general local, regional, national or international conditions in the industries or markets in which the Ag Business operates, including competition in any of the geographic areas in which the Ag Business operates; (ii) general political, economic, financial or capital market conditions (including the prevailing interest rates or credit markets, exchange rates or the prices of commodities or raw materials used in the Ag Business); (iii) any act of civil unrest, war, sabotage, cyber-attack or terrorism, including an outbreak or escalation of hostilities involving the United States or any other country o...
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Examples of Ag Business Employee in a sentence

  • The proportion of non-interpretable dosage instructions was 0.6%.As presented in Table 3, the proportion of days with statins during the study period was 95%.

  • Fermat shall, with respect to each Transferred Ag Business Employee, establish flexible spending accounts for medical and dependent care expenses (the “Fermat FSA Accounts”) and shall credit such accounts with the amount credited as of the Closing Date under comparable accounts maintained under Ag Benefit Plans from the beginning of the plan year to the Closing Date.

  • The Master Contractor shall identify in the Task Order Proposal the location from which services will be provided.

  • From and after the Closing, Descartes and its Affiliates will assume or retain, as the case may be, and be solely responsible for and will fully perform, pay and discharge, in accordance with their terms, all Liabilities in respect of Transferred Ag Business Employees with respect to any stock option, restricted stock unit or other equity award granted to an Ag Business Employee under any Descartes Benefit Plan which is outstanding on the date of this Agreement (each, a “Descartes Equity Award”).

  • For each U.S. Ag Business Employee who becomes a Transferred Ag Business Employee, Descartes (or its applicable Subsidiary) shall pay any accrued unused vacation time, as of the Closing, on or timely following the Closing Date.

  • With respect to any Delayed Transfer Ag Business Employee, Descartes shall use commercially reasonable efforts to make such Delayed Transfer Ag Business Employee (other than French Ag Business Employees) available to Fermat to provide services to the Ag Business between the Closing Date and the date on which such Delayed Transfer Ag Business Employee transfers to Fermat (such date, the applicable “Delayed Ag Business Employee Transfer Date”).

  • Prior to the Closing, Descartes shall and shall cause its Subsidiaries to reasonably cooperate with efforts of Fermat or its Subsidiaries to engage in 1414958.12A-NYCSR03A - MSW negotiations with any labor union, labor organization or works council representing any International Ag Business Employee concerning terms and conditions of employment of Transferred Ag Business Employees.

  • On or before the Closing, for each jurisdiction where the WARN Act applies, Descartes shall provide a list, by site of employment, of any and all employees of Descartes or any of its Subsidiaries located at any site of employment where an Ag Business Employee is based who, within ninety (90) days prior to the Closing, have experienced, or will experience, an employment loss or layoff as defined by the WARN Act (the “Descartes WARN List”).

Related to Ag Business Employee

  • Business Employee means any Person who is a present or former employee of Seller at any time prior to or on the Closing Date, and who provided or previously provided any services relating to the Business.

  • Company Employee means an employee of the Company or any of its Subsidiaries.

  • Business Employees has the meaning set forth in Section 4.10(a).

  • Transferred Employee has the meaning set forth in Section 6.01(a).

  • Retained Employee does not include any individual who has a direct or an indirect ownership interest of at least five percent (5%) in the profits, equity, capital, or value of the Taxpayer, or a child, grandchild, parent, or spouse, other than a spouse who is legally separated from the individual, of any individual who has direct or indirect ownership interest of at least five percent (5%) of the profits, equity, capital or value of the Company.

  • Contract employee means a probationary faculty employee or a grant- funded employee hired on a year-to-year basis in accordance with Education Code 87470.

  • Company Employees shall have the meaning set forth in Section 6.10(a).

  • Hired Employee has the meaning set forth in Section 6.1.6.

  • Seller Employees shall have the meaning ascribed thereto in Section 7.4(a) hereof.

  • Newly hired employee or “New Hire” means any employee, whether permanent, full-time, or part-time, hired by the Office and who is still employed as of the date of new employee orientation. It also includes all employees who are or have been previously employed by the Office and whose current position has placed them in the bargaining unit represented by CSEA. For those latter employees, for purposes of this article only, the “date of hire” is the date upon which the employees’ employment status changed as such that the employee was placed in the CSEA unit.

  • SpinCo Employee means any individual who, immediately following the Distribution Date, will be employed by Spinco or any member of the Spinco Group in a capacity considered by Spinco to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

  • Transferred Employees has the meaning set forth in Section 6.4(a).

  • U.S. Employee means a person who is an employee of the Company (or of any Subsidiary) for purposes of section 422 of the Code.

  • Active Employee means a contributing member of the TRS who is employed by a public school and is not entitled to coverage under a plan provided under Insurance Code Chapter 1551 (Texas Em- ployees Group Benefits Act) or 1601 (State University Employees Uniform Insurance Benefits Act).

  • Owner-Employee means a Self-Employed Individual who is a partner and owns more than 10% of either the capital or profits interest of the partnership.

  • Continuing Employee has the meaning set forth in Section 6.7(a).

  • Parent Employee means, a current employee of Parent or any of its Subsidiaries.

  • Service employee, as used in this clause, means any person (other than a person employed in a bona fide executive, administrative, or professional capacity as defined in 29 CFR 541) engaged in performing a District contract not exempted under 41 U.S.C. §356, the principal purpose of which is to furnish services in the United States, as defined in section 22.1001 of the Federal Acquisition Regulation. It includes all such persons regardless of the actual or alleged contractual relationship between them and a contractor.

  • Current Employee has the meaning set forth in Section 7.8(a).

  • Excluded Employee means an employee as defined in section 3527, subd. (b) of the Government Code (Ralph C. Dills Act) except those excluded employees who are designated managerial pursuant to section 18801.1 of the Government Code.

  • Restricted Employee means any individual who was employed by any member of the Company Group during the course of Employee’s term of employment and with whom Employee had material contact during the twelve (12) month period immediately preceding the date of Employee’s termination.

  • Inactive Employee means an employee who is not actively at work due to approved leave of absence, short-term disability leave or military leave.

  • Ongoing employee means an employee who has been employed for at least one complete standard measurement period.

  • Former Employee means all individuals (including common law employees, independent contractors and individual consultants) who were employed or engaged by the Company in connection with the Business but who are no longer so employed or engaged on the date hereof.

  • Public employee means an individual holding a position by appointment or employment in the government of this state, in the government of 1 or more of the political subdivisions of this state, in the public school service, in a public or special district, in the service of an authority, commission, or board, or in any other branch of the public service, subject to the following exceptions:

  • Affiliated employee means any individual employed by a recipient who receives compensation directly from government assistance or a contract with the District of Columbia government, including any employee of a contractor or subcontractor of a recipient who performs services pursuant to government assistance or a contract. The term “affiliated employee” does not include those individuals who perform only intermittent or incidental services with respect to the government assistance or contract, or who are otherwise employed by the contractor, recipient or subcontractor.