Restricted Conduct. Each Member agrees that he shall not, and shall cause his controlled Affiliates not to, until the second (2nd) anniversary of the date of termination of such Member’s employment with an Acquiring Party or one of their Affiliates, directly or indirectly (i) hire or offer employment to or seek to hire any Designated Employee or any other employee of any Acquiring Party or any successor or Affiliate thereof, unless such Acquiring Party first terminates the employment of such employee or gives its written consent to such employment or offer of employment, (ii) induce, solicit, persuade or encourage (or in any manner attempt to induce, solicit, persuade or encourage), or cause or authorize any other Person to induce, solicit, persuade or encourage, any such Designated Employee or any other such employee of any Acquiring Party or any successor or Affiliate thereof, to leave the employ of his or her employer, (iii) induce, solicit, persuade or encourage (or in any manner attempt to induce, solicit, persuade or encourage), or cause or authorize any other Person to induce, solicit, persuade or encourage, any Person to cease, diminish or not commence doing business with any Acquiring Party or any successor or Affiliate thereof or (iv) disparage the Business or any Acquiring Party or any successor or Affiliate thereof to any Person.
Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in Section 20 below), including the recovery of liquidated damages, Grantee shall forfeit all Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Units, an amount equal to (x) the per share Fair Market Value (as defined in Section 20 below) of Motorola Solutions Common Stock (“Common Stock”) on the date on which the Restrictions lapsed with respect to the applicable previously vested Units times (y) the number of shares underlying such previously vested Units, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.
Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company, any Subsidiary (as defined in Section 20 below) or Motorola, Inc. and each of its subsidiaries (“Predecessor” which, to the extent this Agreement refers to post-Distribution rights and obligations, shall mean Motorola Solutions, Inc. and each of its subsidiaries), including the recovery of liquidated damages, Grantee shall forfeit all Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Units, an amount equal to (x) the per share Fair Market Value (as defined in Section 20 below) of Motorola Mobility Common Stock (“Common Stock”) on the date on which the Restrictions lapsed with respect to the applicable previously vested Units times (y) the number of shares underlying such previously vested Units, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Mobility” shall mean Motorola Mobility and/or any of its Subsidiaries.
Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in Section 20 below), including the recovery of liquidated damages, Grantee shall forfeit all MSUs (whether or not vested) and shall immediately pay to the Company, with respect to previously vested MSUs, an amount equal to (x) the per share Fair Market Value (as defined in Section 20 below) of Motorola Solutions Common Stock (“Common Stock”) on the date on which the Restrictions lapsed with respect to the applicable previously vested MSUs times (y) the number of shares underlying such previously vested MSUs, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.
Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in the LRIP), including the recovery of liquidated damages, Grantee shall forfeit all PSUs. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.
Restricted Conduct. Sections 7(a), (b) and (c) (together, the “Restrictive Covenants”) of the Employment Agreement are hereby incorporated by reference into this Award and shall apply as if fully set forth herein mutatis mutandis, and any capitalized terms used in such Sections 7(a), (b) and (c) shall have the meanings ascribed to such terms in the Employment Agreement. If Grantee breaches the Restrictive Covenants, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in the LRIP), Grantee shall forfeit all PSUs under this Award.
Restricted Conduct. Except (i) in the case of Company, as provided in ------------------ Article V of the Company Schedules; and (ii) in the case of Parent or Spinco, as --------- provided in Article V of the Parent Schedules, or as provided in this Agreement, --------- none of Company, Parent or Spinco shall do any of the following, and none of Company, Parent or Spinco shall permit its Subsidiaries to do any of the following, without the prior written consent of the other party hereto (provided, however, that subparagraphs (a), (b), (d), (e), (f), (g), (h), (i) and (j) shall only apply to the HDD Business and its employees and Spinco):
Restricted Conduct. Sections 7(a), (b) and (c) (together, the “Restrictive Covenants”) of the Employment Agreement are hereby incorporated by reference into this Award Agreement and shall apply as if fully set forth herein mutatis mutandis and any capitalized terms used in such Sections 7(a), (b) and (c) shall have the meanings ascribed to such terms in the Employment Agreement. If Participant breaches the Restrictive Covenants , in addition to all remedies in law and/or equity available to the Company or any Affiliate, including the remedies available under the Employment Agreement and the recovery of liquidated damages, Participant shall forfeit all Restricted Shares (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Restricted Shares, an amount equal to (x) the per share Fair Market Value of the Shares on each date on which the unrestricted Shares were issued with respect to the applicable previously vested Restricted Shares times (y) the number of Shares underlying such previously vested Restricted Shares, without regard to any Tax-Related Items (as defined below) that may have been deducted from such amount.
Restricted Conduct. If you engage in any of the conduct described in subparagraphs (i) or (ii) below for any reason, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in Section 27 below), including the recovery of liquidated damages, you shall forfeit all Units (whether or not vested) and, shall immediately pay to the Company with respect to previously-vested Units, an amount equal to (x) the per share Fair Market Value (as defined in Section 27 below) of the Common Stock on the date on which the Restrictions lapsed with respect to the applicable previously-vested Units times (y) the number of shares underlying such previously-vested Units, without regard to any Tax-Related Items (as defined in Section 9) that may have been deducted from such amount. In its sole discretion, the Compensation Committee may amend or waive the provisions of subparagraphs (i) and (ii) below, in whole or in part, to the extent necessary or advisable to comply with applicable laws. For purposes of subparagraphs (i) and (ii) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.
Restricted Conduct. If Participant engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company or any Affiliate, including the recovery of liquidated damages, Participant shall forfeit all Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Units, an amount equal to (x) the per share Fair Market Value of the Shares on the date on which the Shares were issued with respect to the applicable previously vested Units times (y) the number of Shares underlying such previously vested Units, without regard to any Tax-Related Items (as defined below) that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” shall mean Motorola Mobility Holdings, Inc. and/or any of its Affiliates.
