RESTRICTIVE CLAUSES Clause Samples

RESTRICTIVE CLAUSES. Pursuant to and for the purposes of Articles 33 and 34 of Legislative Decree 206/2005 and Articles 1341, paragraph 2, and 1342 of the Italian Civil Code, the following restrictive clauses contained in the General Terms and Conditions of Contract are specifically approved: Art.

RESTRICTIVE CLAUSES. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of any Loan Party to (a) make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, such Loan Party or any other Subsidiary of such Loan Party, (b) make loans or advances to, or other Investments in, any Loan Party or any other Subsidiary of any Loan Party or (c) transfer any of its assets to any Loan Party or any other Subsidiary of any Loan Party, except for such Liens or restrictions existing under or by reason of any restrictions existing under the Loan Documents or the High Yield Documents. Enter into any agreement (excluding this Agreement, any other Loan Document or the High Yield Documents) prohibiting (a) any Loan Party from amending or otherwise modifying this Agreement or any other Loan Document or (b) the creation or assumption of any Lien upon the properties, revenues or assets of any Loan Party, whether now owned or hereafter acquired. Enter into any agreement to effect a transaction that is prohibited under this Agreement or any other Loan Document, unless such agreement is expressly subject to the written consent of the Lenders hereunder.

RESTRICTIVE CLAUSES. 6.01 SCMS agrees that it will not participate or engage in any Regulation S Private Placement Transactions with any other distributor or foreign purchaser other than through BERKSHIRE for a period of 90 days subsequent to the Closing of the last Regulation S transaction by or through BERKSHIRE. For a period of six months from the last Reg S Closing, SCMS agrees to grant BERKSHIRE the First Right of Refusal on all Regulation S Transactions (BERKSHIRE would have 48 hours to match any bona fide offer and have 5 additional business days to complete same). 6.02 In the event SCMS engages in a non-Regulation S Private Placement (Reg. D or 4(2) financing), for a period of three months after the last Reg S Closing. SCMS hereby agrees not to sell any stock to a non-U.S. resident or any one else who might qualify for a Regulation S transaction without: (i) BERKSHIRE's written consent which shall not be unreasonably withheld; or (ii) written representations and agreements from any non-U.S. resident purchaser that such purchaser agrees to comply with the applicable provisions of Regulation D under the Securities Act, and not to avail themselves of the 40-day holding period of Regulation S. 6.03 The provisions of Section 6.01 and 6.02 do not apply unless and until BERKSHIRE has completed the full $1,000,000 Offering and funded the net proceeds thereof to SCMS.

RESTRICTIVE CLAUSES. Employment - Both parties agree not to either directly or indirectly approach any employee or former employee of the other party, including up to a period of 3 months after such an employee has left the employment of either party: - with an offer of employment - to encourage or participate in any discussion of potential employment, and - to enter into any other partnership of association.

RESTRICTIVE CLAUSES. 1.1 Non-competition Obligations (a) During the period in which ECARX holds any equity interest in the Company and for a period of three (3) years thereafter, ECARX shall not develop, manufacture, or distribute any electric vehicles or other complete vehicle products in China. (b) During the Operation Period of the Company, if ECARX or any affiliate of ECARX intends to collaborate with a third party (whether through investment in such third party or establishment of a joint venture with such third party) to develop, produce, or distribute any electric vehicles or other complete vehicle products outside of China, smart and its affiliates shall have the right of first negotiation to enter into such collaboration with ECARX (or ECARX shall cause its affiliates to do so) on equal terms and conditions. (c) During the Operation Period of the Company, if smart or any affiliate of smart intends to collaborate with a third party (whether through investment in such third party or establishment of a joint venture with such third party) to design, produce, or sell automotive intelligent cockpit products outside of China, ECARX and its affiliates shall have the right of first negotiation to enter into such collaboration with smart (or smart shall cause its affiliates to do so) on equal terms and conditions.

RESTRICTIVE CLAUSES. 5.2.1 The Mandatee will fully comply with the following restrictive clauses: (a) During the exercise of his/her mandate in the Company and for a period of 12 (twelve) months after its end he/she will not: (i) procure control participations or become significant shareholder in a Romanian or foreign company which is not listed on a regulated stock exchange that performs the same activity or a similar one with the Company᾽s, or which has regulated business relations with the Company, or (ii) act as administrator, director, managing boards member, censor, auditor / Supervisory Board member, employee, agent or representative of a Romanian or foreign company which competes with the Company, or provide in any way, in his/her personal interest or into the interest of a third person having the same activity or a similar one with the Company᾽s, similar services with those provided to the Company. (b) During the exercise of his/her mandate in the Company and for a period of 12 (twelve) months after its end the Mandatee commits not to engage in any disloyal competition deed either directly or indirectly, on his/her behalf or in his/her name or to the benefit of a third party, including without limitation by challenging or attempting to challenge any Company employee, consultant, supplier, purchaser or independent contractor or of the affiliates᾽ to end his/her relation to the Company or to the affiliates or to provide (c) During the exercise of his/her mandate in the Company the Mandatee will not allow to be influenced when fulfilling his/her Tasks by his/her personal interests, those of his spouse/her husband or by the interests of his/her relatives up to the fourth degree or by pressures of any kind and will refrain from any Conflict of Interests. Any possible Conflict of Interests shall be stated in due time in written form to the Company. (d) During the exercise of his/her mandate in the Company the Mandatee will not get involved in any activities, partnerships, investments or any other associations that might influence in any way the fulfilment of his/her Tasks and the Company᾽s interests. 5.2.2 In case of any trespassing of his/her obligations established under clause 5.2.1 above the Mandatee will pay the Company an amount representing full compensation of the direct damage incurred by the Company, actually proven. To remove any doubt the task of proving the prejudice devolves to the Company. 5.2.3 In case of ending the Mandate Contract regardless of reason the ...

RESTRICTIVE CLAUSES