Participant Obligations. In partial consideration for the award of these RSUs, if at any time during the period between the Grant Date and the 12-month period following the Participant’s termination of Employment (the “Obligation Period”), the Participant: (i) directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee or customer of the Company or its Affiliates, or encourages any employee to leave the Company or an Affiliate; (ii) directly or indirectly, assist in soliciting in competition with the Company the business of any current customer, distributor or dealer or other sales or distribution channel partners of the Company; (iii) uses, discloses, misappropriates or transfers confidential or proprietary information concerning the Company or its Affiliates (except as required by the Participant’s work responsibilities with the Company or its Affiliates); or (iv) engages in any activity in violation of Company policies, including the Company’s Code of Conduct, or engages in conduct materially adverse to the best interests of the Company or its Affiliates; the RSUs, whether previously vested or not, may be cancelled in full, and the Participant may be required to return to the Company any shares received on settlement of vested RSUs or the net after-tax income from the disposition of any shares received upon settlement of vested RSUs, unless the Committee, in its sole discretion, elects not to cancel the RSUs and/or elects not to recover any income from settled RSUs or unless applicable law prohibits such action. The obligations in this subsection are in addition to any other agreements related to non-solicitation and preservation of Company confidential and proprietary information entered into between the Participant and the Company, or otherwise applicable to the Participant, and nothing in this Agreement is intended to waive, modify, alter or amend the terms of any such other agreement. THE PARTICIPANT UNDERSTANDS THAT THIS SUBSECTION IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE AWARDS IN FULL AND A RETURN TO THE COMPANY OF ANY SHARES RECEIVED UPON SETTLEMENT OF VESTED RSUS OR THE NET AFTER-TAX INCOME FROM THE DISPOSITION OF ANY SHARES RECEIVED UPON SETTLEMENT OF VESTED RSUS IF THE PARTICIPANT SHOULD CHOOSE TO VIOLATE THIS SUBSECTION DURING THE OBLIGATION PERIOD. Nothing in this Agreement prohibits the Participant from voluntarily communicating, without notice to or approval b...
Participant Obligations. 3.1. The Participant accepts that he or she will be subjected to various emotional, physical and physiological demands by participating in a Course. The Participant is aware and accepts that the standard of living in South Africa, including food, hygiene and accommodation, may be below the general standards of his or her own country.
Participant Obligations. Participant agrees:
Participant Obligations. (a) Participant shall not knowingly or negligently cause or permit others to (i) reverse engineer, disassemble, decode, decompile, or otherwise attempt to derive any assembly or higher-level programming language (source code), or derive the proprietary logic, design or structure that is embodied in the Service; (ii) write or develop, or cause or permit to be written or developed, any derivative works or computer programs based upon or substantially similar to the Service; (iii) tamper with or evade, or discover the method of operations or defeat the Licensed Programs or any security device designed to protect the integrity of the Service; or (iv) translate, adapt, vary, amend, modify or combine the Service or any portion thereof with any other programs or programming. If applicable law authorizes Participant to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, then Participant may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law. Participant shall return or destroy all copies of the Service, or any portion thereof, upon replacement thereof or cancellation or termination of this Agreement. If the Service or copies thereof are destroyed, an authorized officer of Participant shall certify, upon FINRA’s request and in a format acceptable to FINRA, to their destruction. Participant shall comply, at Participant’s expense, with all reasonable security specifications or instructions of FINRA made available to Participant in order to prevent the Service from being improperly accessed, received or used from Participant or its place(s) of business/residence. Participant shall use the latest version of the Service provided by FINRA and shall install any fix or patch required by FINRA. FINRA shall provide Participant with not less than ninety (90) days’ notice of a new release unless a malfunction which affects the Service necessitates a new release on an accelerated basis or an emergency situation precludes such advance notice or a shorter time period is required pursuant to an order of a court, arbitrator or a regulatory agency. FINRA shall provide Participant with the final version of a new release at least thirty (30) days before its implementation. Participant acknowledges that FINRA only supports the most recent version of the Service with all upgrades, fixes and patches and may order Participant to cease the...
Participant Obligations. Participant shall comply with, and be bound by, the MISO Tariff as it pertains to the provision of SSR Service.
Participant Obligations. 2.1 The Participant covenants with the Company and the Group that the following acts constitute a breach of Participant’s Obligations unless authorized by the Company:
Participant Obligations. The obligations of the Participant with respect to a Drag-Along Transaction are subject to the satisfaction of the conditions that, upon the consummation of such Drag-Along Transaction, the holders of Common Stock will receive the same form and amount of consideration per share of Common Stock as each other holder of shares of Common Stock (except in respect of such holder's employment with the Company, any equity roll-over and other matters personal to such holder).
Participant Obligations a. Participant agrees to use appropriate safeguards to protect the confidentiality and security of PHI in transmitting the PHI to Business Associate pursuant to the DURSA, the Participation Agreement and this Addendum.
Participant Obligations. Participant will provide the resources and perform the obligations set forth in Section 1 and Section 2 to assist Company in performing the Implementation and providing the Services under this Agreement, in compliance with all Laws, the Policies and Procedures and requirements of any federal or state grants received by Company applicable to Participant, all of which are available on Company’s website. Company will not be responsible for any delay in performing or failure to perform any Services or other obligations due to any failure by Participant to provide the resources or perform the obligations set forth in Section 1 and Section 2, or to otherwise provide reasonable cooperation and assistance to Company. Participant will execute such further agreements or documents as may reasonably be required for Company to exchange Data through the eHealth Exchange or other regional or national electronic health information exchanges.
