Restrictions on Certain Activities Sample Clauses
Restrictions on Certain Activities. The Executive acknowledges (i) that the business and the industry in which the Company competes is highly competitive; (ii) that as a key executive of the Company whose responsibilities and duties require is involvement in all aspects of the business of the Company, he may participate in the servicing of Clients and/or the solicitation of prospective clients, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the “know-how” and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his senior position with the Company places him in a position of confidence and trust with the Clients and employees of the Company; (iv) that as a key executive of the Company he has participated in and will continue to participate in the solicitation and hiring of executives and other employees of the Company and that his senior position with the Company has put him, and will put him in a position of becoming very familiar with the talents, needs, capabilities and characteristics of such employees and executives; and (v) that his rendering of services to the Clients and his supervisory responsibilities involving employees of the Company necessarily required and will continue to require the disclosure to the Executive of Confidential Information (as defined in Section 8(c) hereof) of the Company. In the course of the Executive’s employment with the Company, the Executive may develop a personal relationship with the Clients of the Company and a knowledge of those Clients’ affairs and requirements, and the relationship of the Company with its established clientele will therefore be placed in the Executive’s hands in confidence and trust. The Executive consequently acknowledges that it is a legitimate interest of the Company, and reasonable and necessary for the protection of the Confidential Information, goodwill and business of the Company, which is valuable to the Company, that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this Section 8 were contained in this Agreement. Accordingly, except as acknowledged below, the Executive agrees that he will not, as an individual, employee, consultant, independent contractor, partner, sharehold...
Restrictions on Certain Activities. (a) Selling Shareholder shall not, during the period of time in which he is employed by Transcat or any Subsidiary of Transcat and for a period of five (5) years after the termination of his employment (for whatever reason), anywhere in the United States, Canada or Mexico, directly or indirectly, as a partner, joint venturer, investor, lender, manager, licensor, manufacturer, retailer or otherwise, engage in any business that engages in any activity which is competitive with the Business or the businesses operated by Transcat or its Subsidiaries, or own stock or otherwise have an ownership interest in any person, corporation, firm, partnership or other entity engaged in any such business.
(b) Selling Shareholder will not, during the period of time in which he is employed by Transcat or any Subsidiary of Transcat and for a period of five (5) years after the termination of his employment (for whatever reason), hire or offer to hire (as an employee, independent contractor or otherwise) any person who on the date hereof is a director, officer or employee of Transcat or any of its Subsidiaries, including Merger Sub.
(c) Selling Shareholder agrees that a violation of Section 7.7(a) or 7.7(b) will cause irreparable injury to Transcat and Merger Sub, and Transcat and Merger will be entitled, in addition to any other rights and remedies it may have at law or in equity, to apply for an injunction enjoining and restraining Selling Shareholder, as the case may be, from doing or continuing to do any such act and any other violations or threatened violations of Section 7.7 hereof without the necessity of posting a bond or undertaking.
(d) Selling Shareholder agrees that a violation of this Section 7.7 will cause irreparable injury to Transcat and Merger Sub, and Transcat and Merger Sub will be entitled, in addition to any other rights and remedies it may have at law or in equity, to apply for and have issued an injunction enjoining and restraining Selling Shareholder from doing or continuing to do any such act and any other violations or threatened violations of this Section 7.7. Selling Shareholder acknowledges and agrees that the covenants set forth in this Section 7.7 are reasonable and valid in geographical and temporal scope and in all other respects. If any of such covenants are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction (i) the remaining terms and provisions hereof shall be unimpaired and (ii) the invalid or...
Restrictions on Certain Activities. (1) Notwithstanding anything contained in this Agreement to the contrary, Manager shall refrain from taking any action which would (i) adversely affect the status of Company as a REIT, (ii) subject Company to regulation under the Investment Company Act of 1940, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over Company or its securities, or (iv) otherwise not be permitted by the Articles or By-Laws or an agreement to which Company is a party, except (in any event) if such action shall be ordered by the Board, in which case Manager shall promptly notify the Board of Manager's judgment of the potential Impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board.
(2) In performing its duties and obligations under this Agreement, the Manager shall abide by and comply with the provisions and policies set forth in the Articles and By-Laws and any agreements to which the Company is a party.
(3) Except for the services to be provided by Manager pursuant to the Master Services Agreement, and for the other services which Manager is permitted to provide (whether with or without TRG's prior approval) pursuant to the Master Services Agreement, Manager shall not provide advisory services of any kind to any Person, other than Company and TRG, for as long as this Agreement remains in effect. The foregoing restriction shall not apply with respect to services rendered by Manager pursuant to any Property Services Agreements (as defined in the Master Services Agreement) which have been or may hereafter be entered into by Manager, as contemplated in the Master Services Agreement.
(4) Notwithstanding anything contained in this Agreement to the contrary, wherever Company (as the managing general partner of TRG) has the right, power and authority to deal with Manager pursuant to or in connection with the Master Services Agreement (or any other contract or agreement that may be entered into between TRG and Manager or any Affiliate of Manager), then such right, power and authority shall not be delegated to Manager, and Manager shall have no power or authority to act on behalf of Company (as managing general partner of TRG) in connection therewith.
(5) Pursuant to the terms of the Partnership Agreement of TRG, the right, power and authority of Company (as managing general partner of TRG) to take, make or give, or fail to take, make or giv...
Restrictions on Certain Activities. Except as otherwise permitted by the Transaction Documents, the Borrower shall not: (i) guarantee any obligation of any Person, including any Affiliate; (ii) engage, directly or indirectly, in any business, other than the actions required or permitted to be performed under the Transaction Documents; (iii) own or acquire any investment other than Assets, Eligible Investments, and Draws and the proceeds thereof; (iv) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests, other than such activities as are expressly permitted by the Transaction Documents; or (v) create, form or otherwise acquire any Subsidiaries.
Restrictions on Certain Activities. As long as an Investor or its Affiliates owns any Shares, Warrants or Underlying Shares, such Investor hereby agrees that, without the prior written approval of Mobility, which approval may be withheld or delayed in the sole discretion of Mobility, such Investor will not, and will not cause or permit an Affiliate of such Investor to (i) acquire any securities of Mobility (other than the acquisition of any Underlying Shares upon exercise of the Warrants); and (ii) directly or indirectly lead or initiate a Change of Control of Mobility.
Restrictions on Certain Activities. 18 ARTICLE VIII DEFINITIONS........................................................ 18
Restrictions on Certain Activities. (a) Restrictions in Respect of Company Securities. Executive --------------------------------------------- agrees that for a period commencing the first day of the Employment Period and running through one year following termination of the Executive's employment by the Company for any reason, whether by action of the Executive or the Company (the "Restriction Period"), the Executive will not:
(i) acquire, directly or indirectly, or serve as an employee, director, officer, manager, partner, adviser, consultant or agent of any person, entity or group which acquires directly or indirectly, any voting securities of the Company if, following such acquisition, such Executive, together with his affiliates, or such person, entity or group would directly or indirectly be the Beneficial Owners under Rule 13d-3 under the Securities Exchange Act of 1934 of voting securities of the Company representing in the aggregate more than 20% of the total combined voting power of all issued and outstanding securities of the Company; or
(ii) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to any recommendation of the Board of Directors of the Company.
Restrictions on Certain Activities. For a period of three years from the date of this Agreement, neither Licensee nor its principal, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, shall, collectively or individually:
A. own or control more than 10% of the capital stock of Licensor;
B. either for themselves or any other person actively offer or propose to affect:
(i) any acquisition of a controlling interest in the debt or equity securities (or beneficial ownership thereof) of the Licensor or all or substantially all of the assets of the Licensor;
(ii) any tender or exchange offer, merger or other business combination involving Licensor;
(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Licensor;
(iv) any solicitation of proxies or consents to vote any voting securities of the Licensor; or
(v) actively form or voluntarily join in a “group” (as defined in the Securities Exchange Act of 1934) with respect to the securities of the Licensor. Notwithstanding the foregoing, neither Cenco nor ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be in any way restricted in offering for sale and selling shares of the Licensor’s capital stock, or in voting such shares in connection with any matter properly brought before the stockholders of Licensor.
Restrictions on Certain Activities. 1. Subject to the limitations applicable to the KP Group pursuant to Section 2.10(b), this Agreement shall not prohibit any Partner or any of its Affiliates from owning, operating, or investing in any real estate or engaging in any resort activities not owned or operated by the Partnership, wherever located. Subject to the limitations contained in Section 2.10(b), each Partner and any of its Affiliates may engage in or possess an interest in another business venture or ventures of any nature and description (whether or not the same may, directly or indirectly, compete with this Partnership), independently or with others, including but not limited to the ownership, financing, leasing, operation, management, syndication, brokerage and development of real property or resort activities, and neither the Partnership nor the Partners shall have any rights by virtue of this Agreement or their relationship as Partners in and to said other ventures or to the income or profits derived therefrom.
2. Each member of the KP Group agrees on behalf of himself or itself that during the period beginning on the date hereof and ending on December 31, 1998 ("First Restricted Period"), no such member shall engage, directly or indirectly, in any capacity (whether as an owner, employee, agent, independent contractor, consultant, partner or otherwise), in any marketing or consulting activities relating to any hotel or resort in the State of Hawaii without the prior written consent of AVM, which consent may be given or withheld by AVM in its sole and absolute discretion. Each member of the KP Group further agrees that during the period beginning on the day after the last day of the First Restricted Period and for so long thereafter as the Partnership is otherwise offering for sale any previously unsold Intervals, no such member shall engage, directly or indirectly, in any capacity (whether as an owner, employee, agent, independent contractor, consultant, partner or otherwise), in any marketing or consulting activities relating to the sale of time share intervals by or relating to any hotel or resort on the Island of Maui. Each member of the KP Group acknowledges that AVM and AVLP would not have entered into this Agreement without the foregoing covenant and that the failure of any member of the KP Group to comply with this covenant will cause the Partnership, AVM, AVLP and the partners of AVLP to be materially damaged. Without waiving any other remedy which the Partnership, AVM, AVLP...
Restrictions on Certain Activities. 15.1 During the License Term, the Franchisee shall not (without the prior written consent of KFC) directly or indirectly, through corporation, or through partnerships, trusts, associations, joint ventures or other unincorporated businesses, perform any services for, engage in or acquire be an employee of, have any financial, beneficial or equity interest in, or have any interest based on the profits or revenues of, any business similar to the Outlet, except for other outlets franchised from KFC or its affiliates. For one year following the License Term, the same restrictions shall apply but only with respect to businesses operated within ten miles of the Outlet. For purposes of this paragraph, a "similar business" is a business which sells or prepares fried chicken or other products similar to other Required Products or in which know-how acquired by KFC franchisees could be used to the disadvantage of KFC or its other franchisees. Nothing in this paragraph shall prevent the Franchisee and his family, collectively from owning not more than a total of 10% of the stock of a company engaged in a similar business, the stock of which is publicly traded at the time of such ownership.
15.2 If any court or other tribunal having jurisdiction to determine the validity or enforceability of the preceding subsection determines that, strictly applied, it would be invalid or unenforceable, the definition of "similar business" and the time and geographical provisions of the preceding subsection shall be deemed modified to the extent necessary (but only to that extent) so that the restrictions in that subsection, as modified, will be valid and enforceable.
15.3 Franchisee covenants that as a KFC franchisee, he will have access to KFC's trade secrets and confidential practices and therefore, is in a unique position to use the special knowledge he will have gained while a franchisee. Franchisee acknowledges that a breach of the covenants contained in Section 15 will be deemed to threaten immediate and substantial irreparable injury to KFC giving KFC the right to obtain immediate injunctive relief without limiting any other rights or remedies of KFC.