R&D Employees definition

R&D Employees means: Francesco Bonarrigo, Andrea Riccardi, Riccardo Grazioli, Marco Centin, Andrea Morsucci, Amodio Pesce, Michele Belotti Cassa, Stefano Tregambi .

R&D Employees has the meaning as described in Section 1.1(g).

R&D Employees means each of the Company Employees who are listed on Section 1.01(f) of the Seller Disclosure Schedule.

Examples of R&D Employees in a sentence

• The Company has 415 R&D Employees out of which 82 are doctorates and others are post graduates and graduates.

• With the exception of the R&D Employees none of the current employee of any Opto-tech Entity has participated in or was involved in the development of any Company-Owned Intellectual Property.

• Resource 1 – RD Employees access the application after being provisioned in eAuthentication by a User Access Management (UAM) ticket, created by the System POC and completed by the UAM Team (UAMT).

• Except for those Heidenheim R&D Employees who have timely objected against the transfer, German Purchaser shall bear the Costs of Employment and the Termination Costs, if any, for the Heidenheim R&D Employees who were transferred to German Purchaser for the period after the transfer of the employment relationship.

• After the transfer of the employment relationship, Costs of Employment and Termination Costs, if any, in respect of those Heidenheim R&D Employees who have accepted the offer of employment from German Purchaser or its Affiliate shall be borne by German Purchaser or its Affiliate, as the case may be.

• The transfer of the other Heidenheim R&D Employees shall be governed by Section 8B.

• The Key Employees, the R&D Employees and the Other Business Employees are collectively referred to the “Business Employees”.

• They come into play starting from the project idea, its translation into a marketable product or service and the creation of a start-up.

• Except as listed on Schedule 2.20, there is no employment, labor or collective bargaining agreement, or governmental or administrative charges, affecting or concerning the R&D Employees, pending or to Seller’s knowledge threatened against Seller.

• If the number of R&D Employees is less than 105, Seller shall hire such additional personnel prior to Closing with sufficient experience and competence as may be approved by Purchaser in advance so that the number of R&D Employees shall be at least 105.

More Definitions of R&D Employees

R&D Employees means each of the individuals set forth on Schedule 1.1(c). “Registered IP” means all Intellectual Property Rights, regardless of jurisdiction, that are registered, filed, or issued under the authority of any Governmental Entity, including all Patents, copyright registrations, trademark registrations, domain names and domain name registrations, and all applications for any of the foregoing. “Registrable Securities” means the shares of Acquiror Stock issued in connection with the Closing pursuant to this Agreement as part of the Aggregate Share Consideration; provided, however, that shares of Acquiror Stock shall cease to be Registrable Securities hereunder if and when (i) such Registrable Securities have been sold, transferred or otherwise disposed of pursuant to an effective registration statement registering such Registrable Securities (or the resale thereof) under the Securities Act, (ii) such Registrable Securities have been sold, transferred or otherwise disposed of pursuant to Rule 144 of the Securities Act (“Rule 144”) or (iii) with respect to the Registrable Securities held by a particular Company Equityholder, such Company Equityholder has held such Registrable Securities for at least 6 months and holds a number of Registrable Securities less than the number of Acquiror Stock that can be sold by such Company Equityholder in a single 90-day period pursuant to Rule 144 (including Rule 144(e)). “Related Person” means a director, officer, employee, Affiliate (which for purposes of this definition shall include any stockholder of the Company that owns more than 5% of the Company Common Stock) or “associate” or members of any of their “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of the Company. “Representatives” means a Person’s Affiliates, officers, directors, employees, stockholders, agents, attorneys, accountants, advisors, lenders and other authorized representatives. “Required Stockholder Approval” means the affirmative vote to adopt this Agreement and approve the Mergers and the other transactions contemplated hereby of (i) the holders of at least sixty percent (60%) of the shares of Company Preferred Stock, voting together as a single class and (ii) the holders of at least a majority of the shares of Company Stock, voting together on an as converted to Company Common Stock basis. “Securities Act” means the Securities Act of 1933, as amended. “Software” means any and all computer prog...

R&D Employees means the persons as listed in Exhibit 15.2b.

R&D Employees means: Xxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxxxx Morsucci, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxx Xxxxx, Xxxxxxx Tregambi . “Second Earnout Period” means the consecutive twelve (12) month period immediately following the First Earnout Period. “Straddle Period Tax Return” means any Tax Return for a Straddle Period. “Target Net Working Capital” means an amount equal to Two Million One Hundred Twelve Thousand Five Hundred Ninety-Eight Euros (EUR 2,112,598). “Tax” and “Taxes” means any (a) taxes, charges, withholdings, fees, penalties, additions, interest or other assessments of any kind whatsoever imposed by any Taxing Authority, including those related to income, gross receipts, gross income, premium, windfall profits, environmental, customs duties, stamp, severance, profits, withholding, payroll, employment, occupation, sales, use, value added, alternative or add-on minimum, estimated, excise, services, valuation, social security (or similar), unemployment, disability, real property, personal property, transfer or franchise, (b) liability of an Opto-tech Entity for the payment of any amounts of the type described in clause (a) above arising as a result of being (or ceasing to be) a member of any affiliated group (or being included (or required to be included) in any Tax Return relating thereto), and (c) liability of an Opto-tech Entity for the payment of any amounts of the type described in clause (a) above as a result of any obligation to indemnify or otherwise assume or succeed to the liability of any other Person. “Tax Credits” means any amount of receivable for Taxes, deriving, but not limited to, from any advance payments for Taxes on Income, for Tax relief for R&D bonuses (art. 3 del X.X. x. 145/2013) “Tax Returns” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. “Taxing Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection, or other imposition of any Tax. “Transaction Expenses” means the aggregate amount of all fees, costs and expenses, incurred by or on behalf of an Opto-tech Entity or the Sellers in connection with the process of selling the Opto-tech Entities or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consumma...

R&D Employees means: Xxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxxx .