Competition by Existing Shareholders Sample Clauses

Competition by Existing Shareholders. None of the Existing Shareholders nor any Associates of the Existing Shareholders is directly or indirectly engaged or concerned or interested in any way whatsoever in any other business competitive with the Business.
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Competition by Existing Shareholders. As far as the Company is aware, none of the Existing Shareholders nor any Associates of the Existing Shareholders is directly or indirectly engaged or concerned or interested in any way whatsoever in any other business competitive with the Business. VALID AUTHORISATIONS All requirements of the Act and the Company's Constitution (if any) have been, or will be, complied with on a timely basis in relation to the issue of the [Ordinary Shares][Preference Shares] to the Investor and the execution of this agreement and the allotment and issue of the [Ordinary Shares][Preference Shares] to the Investor have been authorised by all necessary corporate and other acts and do not violate any trust deed, instrument, agreement or other arrangement to which the [Company][Group] is party. ASSETS UNENCUMBERED As at the date of execution of this agreement, any material assets of the [Company][Group] are free of all encumbrances, mortgages, liens, charges, or any other claim by a third party other than: encumbrances arising by operation of law; and purchase money security interests as defined in the Personal Property Securities Act 1999. INTELLECTUAL PROPERTY Ownership: As far as the Company is aware, the [Company][Group] owns or is legally entitled to use all Intellectual Property used in, or in connection with, the Business. Rights: All Intellectual Property used by the [Company][Group] in, or in connection with, the Business:
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Competition by Existing Shareholders. As far as the Warrantor is aware, Nnone of the Existing Shareholders nor any Associates of the Existing Shareholders is directly or indirectly engaged or concerned or interested in any way whatsoever in any other business competitive with the Business.
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Competition by Existing Shareholders. As far as the Company is aware, none of the Existing Shareholders nor any Associates of the Existing Shareholders is directly or indirectly engaged or concerned or interested in any way whatsoever in any other business competitive with the Business. VALID AUTHORISATIONS All requirements of the Act and the Company's Constitution (if any) have been, or will be, complied with on a timely basis in relation to the issue of the [Ordinary Shares][Preference Shares] to the Investor and the execution of this agreement and the allotment and issue of the [Ordinary Shares][Preference Shares] to the Investor have been authorised by all necessary corporate and other acts and do not violate any trust deed, instrument, agreement or other arrangement to which the [Company][Group] is party. ASSETS UNENCUMBERED As at the date of execution of this agreement, any material assets of the [Company][Group] are free of all encumbrances, mortgages, liens, charges, or any other claim by a third party other than: encumbrances arising by operation of law; and purchase money security interests as defined in the Personal Property Securities Act 1999. INTELLECTUAL PROPERTY Ownership: As far as the Company is aware, the [Company][Group] owns or is legally entitled to use all Intellectual Property used in, or in connection with, the Business. Rights: All Intellectual Property used by the [Company][Group] in, or in connection with, the Business: has been used under valid, binding and enforceable agreements (Licensed Intellectual Property) that permit the [Company][Group] to use the Licensed Intellectual Property as required by the [Company][Group] for the Business (at present and intended to be developed); has been used in a way that is not in breach of any Licensed Intellectual Property and complied with all requirements around attribution of the ownership of the Intellectual Property; and has been used in accordance with usual terms made available by the relevant third party owner, or if not used by the [Company][Group] pursuant to an agreement with a third party, then such Intellectual Property is the full legal, beneficial and unencumbered property of the [Company][Group].
Sample 1
Competition by Existing Shareholders. None of the Existing Shareholders nor any Associates of the Existing Shareholders is directly or indirectly engaged or concerned or interested in any way whatsoever in any other business competitive with the Business. VALID AUTHORISATIONS All requirements of the Act and the Company's constitution (if any) have been, or will be, complied with on a timely basis in relation to the issue of the [Ordinary Shares][Preferred Shares] to the Investors and the execution of this agreement and the allotment and issue of the [Ordinary Shares][Preferred Shares] to the Investors have been authorised by all necessary corporate and other acts and do not violate any trust deed, instrument, agreement or other arrangement to which the Company is party. ASSETS UNENCUMBERED As at the date of execution of this agreement, any material assets of the Company or any subsidiary of the Company (as the case may be) are free of all encumbrances, mortgages, liens, charges, or any other claim by a third party. INTELLECTUAL PROPERTY Ownership: The Company owns or is legally entitled to use all Intellectual Property used in, or in connection with, the Business (at present and intended to be developed).
Sample 1

Related to Competition by Existing Shareholders

  • Indemnification by Shareholders Each Shareholder of Registrable Securities included in any Registration Statement filed pursuant to this Agreement shall, notwithstanding termination of this Agreement, severally and not jointly, (i) indemnify and hold harmless the Company, its officers and directors, each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and all other Shareholders against any losses, claims, damages or liabilities to which the Company, its officers or directors, such controlling persons or such other Shareholders may become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Shareholder, or any Issuer Free Writing Prospectus related to such registration, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was furnished in writing to the Company by such Shareholder expressly for inclusion in the Registration Statement, or preliminary, final or summary prospectus, or Issuer Free Writing Prospectus, or amendment or supplement thereto, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Shareholder shall be required to undertake liability to any Person under this Section ‎7(b) for any amounts in excess of the dollar amount of the net proceeds actually received by such Shareholder from the sale of such Shareholder’s Registrable Securities pursuant to such Registration Statement and such undertaking shall be several, not joint and several, among such Shareholders.

  • Termination by Executive other than for Good Reason Executive’s employment may be terminated by Executive without further liability on the part of Executive (other than with respect to those provisions of this Agreement expressly surviving such termination) by written notice to the Board of Directors at least sixty (60) days prior to such termination; provided, however, the Company may waive the notice period and accelerate the termination date without converting the Termination by Executive into a Termination by the Company.

  • Termination by Executive The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

  • Indemnification by the Shareholders In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

  • Resignation by Executive (a) Executive may resign from Executive’s employment with the Company at any time by giving notice as described in Section 7.1.

  • Indemnification by Stockholders Each Stockholder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers, each other Person who participates as an Underwriter in the offering or sale of such securities, each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement against any and all Claims, insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Stockholder or its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or Underwriter.

  • Termination by Executive with Good Reason Executive may terminate Executive’s employment with Good Reason by providing the Company fifteen (15) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such fifteen (15) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the date immediately following the expiration of the fifteen (15) day notice period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause, it being agreed that Executive’s right to any such payments and benefits shall be subject to the same terms and conditions as described in Section 8(d) above. Following termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

  • Non-Solicitation and Non-Competition Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), he will:

  • Termination by the Company for Cause or by Executive Without Good Reason If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall pay Executive all amounts earned or accrued hereunder through the termination date, including:

  • Non-Competition and Non-Solicitation In consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:

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