Additional Qualifications, Limitations Sample Clauses

Additional Qualifications, Limitations. In addition to the qualifications and limitations set forth elsewhere in this Article, the following shall apply: (a) Notwithstanding the provisions of Section 8.1, any party shall be free to independently develop or acquire all or any portion of any New Location or Existing Location ("Target Locations") that is located entirely outside of the Restricted Area. (b) No provision of this Article shall be construed to require any party to this Agreement to acquire or develop any Target Location and in no event shall Newco's acquisitions or development result in PMSI's owning, directly or indirectly, less than fifty-one percent (51%) of the total voting equity interests in a Target Location without the prior written consent of PMSI, but neither Moadel nor PC shall be in breach of this subsection (b) if an acquisition or development described herein is inadvertently consummated under the direction of Newco's managers; (c) Notwithstanding the provisions of Section 8.1, any party shall be free to independently acquire all or any portion of the non-Refractive Surgery assets and business of any Target Location, regardless of whether it is in the Restricted Area, to the extent those assets and business are not significantly used by such Target Location for the conduct of Refractive Surgery or any business substantially the same as the Assets Related Business; (d) Notwithstanding the provisions of Section 8.1, any party shall be free to independently acquire or (with respect to PMSI or Prime) merge with any Existing Business if, with respect to such Existing Business, (i) the prior twelve months' revenues that arose from Refractive Surgery in the Restricted Area comprise not more than ten percent (10%) of the total prior twelve months' revenues that arose from Refractive Surgery or (ii) the number of Refractive Surgery procedures done during the prior twelve months within the Restricted Area comprise not more than ten percent (10%) of the total number of Refractive Surgery procedures done during the prior twelve months.
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Related to Additional Qualifications, Limitations

  • Minimum Qualifications If applicable pursuant to Article 3, I acknowledge that the Bidder meets the minimum qualification requirements established for this solicitation.

  • Foreign Qualifications An officer of the Company shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any foreign jurisdiction in which the Company may wish to conduct business.

  • STAFF QUALIFICATIONS CONTRACTOR shall ensure that all individuals employed, contracted, and/or otherwise hired by CONTRACTOR to provide classroom and/or individualized instruction or related services hold a license, certificate, permit, or other document equivalent to that which staff in a public school are required to hold in the service rendered consistent with Education Code section 56366.1(n)(1) and are qualified pursuant to Title 34 of the Code of Federal Regulations sections 200.56 and 200.58, and Title 5 of the California Code of Regulations sections 3001(y), 3064 and 3065. Such qualified staff may only provide related services within the scope of their professional license, certification or credential and ethical standards set by each profession, and not assume responsibility or authority for another related services provider or special education teacher’s scope of practice. CONTRACTOR shall ensure that all staff are appropriately credentialed to provide instruction and services to students with the disabling conditions placed in their program/school through documentation provided to the CDE (5 CCR 3064 (a)).

  • Required Qualifications At all times during the term of the Contract, Vendor shall have available, under direct employment and supervision and/or subcontract agreement fully incorporating the terms and conditions of the Contract Documents, the required qualified and properly licensed (as applicable) personnel to properly fulfill all the terms and conditions of the Contract.

  • Professional Qualifications It shall be a condition of continued professional employment that employees must apply for enrolment in their appropriate professional licensing body by the thirtieth day of continuous service.

  • Blue Sky Qualifications The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

  • Arbitrator Qualifications and Powers Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of California or a neutral retired judge of the state or federal judiciary of California, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of California and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the California Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

  • Contractor Qualifications Contractor warrants that Contractor has the necessary licenses, experience and technical skills to provide services under this Contract.

  • Foreign Qualification Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.

  • Additional Limitations The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8.

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