Services Restrictions on IM Sample Clauses

Services Restrictions on IM. Commencing with the Addendum Effective Date, and continuing until [*], IM shall refrain from entering into any agreements defining joint marketing, sales or development obligations with a Competitor to address any Strategic Field with any Strategic Account. For the avoidance of doubt, this provision does not and is not intended to restrict IM from (i) selling one or more Wets Workflows in whole or in part to any Strategic Account, subject to the restrictions in Section 4.2, or for performing services for a Competitor in the Strategic Fields, except as set forth above, or (ii) licensing its IM Independent IP to any Strategic Accounts or other Third Parties. In the event that (i) Actual Royalties (as hereinafter defined) paid by ATMI to IM are equal to or greater than [*] US dollars (US$[*]) by [*], and (ii) ATMI elects to extend its commitment to pay for the IM Strategic FTEs in Section 3.1 for [*] through [*], [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. then IM’s obligations set forth in this Section 4.1 shall be extended until [*] (“First Extension”). If ATMI has elected to exercise the First Extension and met the requirements therein, then ATMI may elect to extend IM’s obligations set forth in this Section 4.1 until [*] if (i) Actual Royalties (as hereinafter defined) paid by ATMI to IM from [*] to [*] are equal to or greater than [*] US dollars (US$[*]), and (ii) ATMI elects to extend its commitment to pay for the IM Strategic FTEs in Section 3.1 for [*] through [*] (“Second Extension”). If ATMI has elected to exercise the Second Extension and met the requirements therein, then ATMI may elect to extend IM’s obligations set forth in this Section 4.1 until [*] if (i) Actual Royalties (as hereinafter defined) paid by ATMI to IM from [*] to [*] are equal to or greater than [*] US dollars (US$[*]), and (ii) ATMI elects to extend its commitment to pay for the IM Strategic FTEs in Section 3.1 for [*] through [*].
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Services Restrictions on IM. The service restrictions, workflow restrictions and preferred material supplier language from Article 4 of the Amendment shall continue through [*] only if ATMI issues the non cancellable purchase orders in Sections 1.0 and 2.0 above and makes the associated payments in a timely manner. Any extensions of these obligations beyond [*] shall be governed by the requirements set forth in Article 4 of the Amendment. If ATMI does not issue the non-cancellable purchase orders and make the payments as set forth herein, the terms of this Supplement shall be null and void and the Amendment, Addendum and other agreements between the parties shall govern the relationship between ATMI and IM. Except as explicitly set forth in this Supplement, the terms of the Amendment, Addendum, and other agreements between the parties shall remain in full force and effect. The Supplement constitutes the entire agreement and understanding of the parties relating to the subject matter set forth herein, and supersedes all negotiations and understandings between the parties, both oral and written, regarding such subject matter. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Related to Services Restrictions on IM

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

  • Restrictions on Use Licensee is not permitted to make any use of the Licensed Marks in connection with products or services other than the Sprint PCS Products and Services, and as specifically authorized in Sections 1.1(b) above with respect to Related Equipment and Premium and Promotional Items, nor to make any use of the Licensed Marks directed outside of the Service Area.

  • General Restrictions on Use Advisor agrees to hold all Proprietary Information in confidence and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from Company's premises any Proprietary Information (or remove from the premises any other property of Company), except (i) during the consulting relationship to the extent authorized and necessary to carry out Advisor's responsibilities under this Agreement, and (ii) after termination of the consulting relationship, only as specifically authorized in writing by Company. Notwithstanding the foregoing, such restrictions shall not apply to: (x) information which Advisor can show was rightfully in Advisor's possession at the time of disclosure by Company; (y) information which Advisor can show was received from a third party who lawfully developed the information independently of Company or obtained such information from Company under conditions which did not require that it be held in confidence; or (z) information which, at the time of disclosure, is generally available to the public.

  • Restrictions on Future Agreements Borrower will not, without --------------------------------- Lender's prior written consent, enter into any agreement, including, without limitation, any license agreement, which is inconsistent with this Agreement, and Borrower further agrees that it will not take any action, and will use its best efforts not to permit any action to be taken by others, including, without limitation, licensees, or fail to take any action, which would in any respect affect the validity or enforcement of the rights transferred to Lender under this Agreement or the rights associated with the Copyrights or Licenses.

  • General Restrictions on Transfer (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement.

  • Additional Restrictions on Transfer (a) The certificates representing shares of Executive Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") AND AN EMPLOYEE OF THE COMPANY DATED AS OF MAY 16, 1997, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

  • Restrictions on Lobbying The subrecipient shall not use funds made available to it under this Agreement to pay for, influence, or seek to influence any officer or employee of a State or Federal government.

  • Restrictions on Resales The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • Restrictions on Business There shall be no restrictions on the business that Amalco may carry on.

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