ViroChem Employees definition

ViroChem Employees means the holders of options under the Trust ESOP as of the date hereof listed (with their aggregate options) in Schedule A, who will have exercised such options for ViroChem Shares prior to the Time of Closing.
Sample 1

Examples of ViroChem Employees in a sentence

  • Upon and subject to the terms and conditions hereof, at the Time of Closing, the Vendors will sell the Shares, the ViroChem Employees will sell the ViroChem Shares, and the ESOP Holders will sell the ESOP Shares, in each case, to the Purchaser, and the Purchaser will purchase from each Vendor, ViroChem Employee and ESOP Holder the Shares, ViroChem Shares and ESOP Shares, respectively, set forth opposite each name under the heading “Number of Shares” in Schedule A.

  • Each of the Vendors, ViroChem Employees, ESOP Holders, the Vendors’ Representative, the Corporation, the Parent and the Purchaser will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the Closing Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

  • All other documents, instruments or certificates required to be delivered by the Corporation, the ViroChem Employees and the ESOP Holders at or prior to the Time of Closing pursuant to this Agreement.

  • The Purchaser shall deliver to the Vendors, the ViroChem Employees, the ESOP Holders, the Holdback Escrow Agent and the Escrow Agent the portions of the Purchase Price payable to them pursuant to Section 2.03.

  • The obligations of the Vendors, the ViroChem Employees and the ESOP Holders under this Article 2 shall be individual and separate, not joint or solidary.

  • The appointment of the Securityholders’ Representative by each such ViroChem Employee and ESOP Holder is coupled with an interest and may not be revoked in whole or in part (including, without limitation, upon the death or incapacity of such ViroChem Employees and ESOP Holders).

  • The term “including” means “including without limiting the generality of the foregoing” and the term “third party” means any Person other than the Vendors, ViroChem Employees, the ESOP Holders, the Corporation, Parent and the Purchaser.

  • All decisions of the Securityholders’ Representative shall be final and binding on all of the ViroChem Employees and ESOP Holders, and no such ViroChem Employees and ESOP Holders shall have the right to object, dissent, protest or otherwise contest the same.

  • The Securityholders’ Representative shall not be responsible for any loss suffered by, or liability of any kind to, such ViroChem Employees and ESOP Holders arising out of any act done or omitted by the Securityholders’ Representative in connection with the acceptance or administration of the Securityholders’ Representative’s duties hereunder, unless such act or omission involves gross negligence or wilful misconduct.

  • The Vendor is the beneficial and registered owner of that number of Shares as set out opposite its name on Schedule A (other than in the case of the ViroChem Trust which is the registered owner of that number of Shares as set out opposite its name on Schedule A for the benefit of the ViroChem Employees which shall become the beneficial owners of such Shares upon exercise of their options under the Trust ESOP).

Related to ViroChem Employees

  • Active Employees means all employees employed on the Closing Date by Seller for its business who are employed exclusively in Seller’s business as currently conducted, including employees on temporary leave of absence, including family medical leave, military leave, temporary disability or sick leave, but excluding employees on long-term disability leave.

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

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

  • Retained Employees has the meaning set forth in Section 6.1.1.

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

  • Former Employees means Former Parent Group Employees and Former SpinCo Group Employees.

  • Designated Employees means a person occupying any of the following position in the Company:

  • Excluded Employees has the meaning set forth in Section 2.5(a)(iv).

  • Other Employees means, all the employees other than the Directors, KMPs and the Senior Management Personnel.

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

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

  • Hired Employees has the meaning set forth in Section 6.1(a).

  • Academic employee Academic employee shall mean an employee in the Professional Services Negotiating Unit with academic or qualified academic rank.

  • 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.

  • Client employer means an Employer that is involved in a Tri-Party Employment Relationship due to obtaining the services of a third-party entity.

  • Relevant Employees means the employees of the Contractor (including the Transferring Employees) who are wholly or mainly assigned to work in the provision of the Services and who are/will be the subject of a Relevant Transfer by virtue of the application of the TUPE Regulations.

  • Continuing Employees shall have the meaning set forth in Section 6.9(a).

  • Returning Employees means those persons listed in a schedule to be agreed by the Parties prior to the end of the Contract Period who it is agreed were employed by the Contractor (and/or any Sub-Contractor) wholly or mainly in the supply of the Services immediately before the end of the Contract Period.

  • 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.

  • Company Personnel means any current or former officer, employee, director or consultant of the Company or any of its Subsidiaries.

  • Affected Employees means those employees who are exposed to the hazard(s) identified as a violation(s) in a citation.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • 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:

  • 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.

  • 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).

  • Separated employees means persons who separate from