Clean Team Member definition

Clean Team Member means, for the purposes of this Agreement, any director, officer, employee or professional adviser of a Party (or its Group) designated by the relevant Party as an authorised recipient of Clean Team Information and (if required under Clauses 2.5 or 2.6 of this Agreement) whose appointment as such has been approved by the other Parties.

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Clean Team Member means both: (i) employees of the parties listed in Exhibits B and C (Clean Team Employees); and (ii) outside counsel and other advisers hired in connection with the Proposed Transaction, who agree to be bound by the terms of this Agreement (Outside Advisers).

Clean Team Member has the meaning given in Clause 23.6;

Examples of Clean Team Member in a sentence

The Receiving Party shall procure that its advisers who may have access to Clean Team Information do not disclose the Clean Team Information to any person who is not a Clean Team Member.
Each of the Company and Parent shall cause the Clean Team Member and its respective outside legal counsel for matters relating to Regulatory Law to comply with this Section 5.7(b).
No Clean Team Member shall use any Clean Team Information for any purpose other than the Relevant Matters.
Where a Party removes one of its Clean Team Members from the Clean Team by notice to the other Party, the Cool-Off Period shall start from the date of the Clean Team Member last having access to Clean Team Information (as defined in Clause 3.1 below).
No Clean Team Member has responsibility for the day-to-day marketing, sales or operations of Purchaser.
Lilly and each Clean Team Member shall maintain the secrecy of all Prevail Trade Secret Information disclosed to it by Prevail hereunder and use such Prevail Trade Secret Information only for the Purpose.
Where the proposed Clean Team Member is an employee of one of the Parties, such notice shall specify the name and job function of the relevant person and that such person satisfies the criteria for being a Clean Team Member as set out in Clause 2.2. For the avoidance of doubt, such notice will be considered to be validly given where it is shared by external legal counsel for one Party with external legal counsel for the other Party.
Where, for the purposes of the Relevant Matters, a Clean Team Member needs to disclose information based on, or derived from, Clean Team Information to someone who is not on the Clean Team, they shall ensure that such information has been summarised, redacted and/or aggregated to ensure that it is no longer commercially sensitive.
The parties shall not disclose, reproduce or distribute any of the Clean Team Only Information in whole or in part, directly or indirectly, (or permit any of the foregoing) to any third party which is not a Clean Team Member, unless required to do so by law, applicable regulation, any stock exchange or competent governmental or regulatory authority or a valid and effective order or other document issued by any court of competent jurisdiction.
Where a Clean Team Member needs to disclose information based on Clean Team Information to someone who is not on the relevant Clean Team, they shall submit all sections of draft reports or other documents that include, reference or are based on any Clean Team Information for the prior review and approval of the Receiving Party's external antitrust counsel.

More Definitions of Clean Team Member

Clean Team Member has the meaning given in Clause 23.6; Closing means completion of the sale and purchase of the Shares in accordance with the provisions of this Agreement;

Clean Team Member means persons who are: (i) employees of the Parties listed in Exhibits B & C who have completed and returned Exhibit D to both Parties, or (ii) outside counsel and experts hired in connection with the Proposed Transaction whose firms are listed in Exhibit E (Outside Advisers). Additional personnel may be added to (i) Exhibit B with the written consent of the Target; and (ii) Exhibit C with the written consent of Mars, with consent not to be unreasonably withheld, and will be considered Clean Team Members once the written consent of the relevant Party has been received, and a completed copy of Exhibit D has been returned to both Parties. Additional Outside Advisers may be added to Exhibit E at the election of the nominating Party. Each Party shall keep an updated record of all Clean Team Members.

Clean Team Member means both (i) employees of the Parties listed in Exhibits B & C or added to the Clean Team in accordance with this clause (Clean Team Employees), who have signed a confirmation as set out in Exhibit D prior to being granted access to any Clean Team Only Information, and (ii) professional advisers hired in connection with the Proposed Transaction (Outside Advisers). Each Party may appoint additional individuals as Clean Team Members with the written agreement of the other Party (such agreement not to be unreasonably withheld or delayed). Each Party shall keep an up-to-date list of its Clean Team Members and provide it to the other Party on request. Each Party shall ensure compliance by each of its Clean Team Members with the obligations imposed on that Party under this Agreement, as if such Clean Team Member were that Party.