Agreement on Fairness Sample Clauses

Agreement on Fairness. Employee acknowledges that: (i) this Agreement has been specifically bargained between the parties and reviewed by Employee, (ii) Employee has had an opportunity to obtain legal counsel to review this Agreement, and (iii) the covenants made by and duties imposed upon Employee hereby are fair, reasonable and minimally necessary to protect the legitimate business interests of the Company, and such covenants and duties will not place an undue burden upon Employee’s livelihood in the event of termination of Employee’s employment by the Company and the strict enforcement of the covenants contained herein.
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Agreement on Fairness. Executive acknowledges that: (i) this Agreement has been specifically bargained between the parties and reviewed by Executive, (ii) Executive has had an opportunity to obtain legal counsel to review this Agreement, and (iii) the covenants made by and duties imposed upon Executive hereby are fair, reasonable and minimally necessary to protect the legitimate business interests of the Company, and such covenants and duties will not place an undue burden upon Executive’s livelihood in the event of termination of Executive’s employment by the Company and the strict enforcement of the covenants contained herein.
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Agreement on Fairness. Employee acknowledges that: (i) this Agreement has been specifically bargained between the parties and reviewed by Employee; (ii) Employee has had an opportunity to obtain legal counsel to review this Agreement and has in fact obtained legal counsel to review this Agreement; and (iii) the covenants made by and duties imposed upon Employee hereby are fair, reasonable and minimally necessary to protect the legitimate business interests of the Company, and such covenants and duties will not place an undue burden upon Employee’s livelihood in the event of termination of Employee’s employment by the Company and the strict enforcement of the covenants contained herein.
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Agreement on Fairness. Employee acknowledges that: (i) this Agreement has been specifically bargained between the parties and reviewed by Employee, (ii) Employee has had an opportunity to obtain legal counsel to review this Agreement, and (iii) Employee voluntarily enters this Agreement.
Sample 1
Agreement on Fairness. The Seller, Xxxxxxx Properties, Shareholders and Members acknowledge that, with respect to the reasonableness of this noncompetition covenant: (i) in determining the consideration paid to the Seller and Xxxxxxx Properties for the Purchased Assets, Xxxxxxx Properties Purchased Assets and Business, the Buyer has valued the Purchased Assets, Xxxxxxx Properties Purchased Assets and Business in reliance upon the goodwill and earnings stream reasonably expected to be derived therefrom and, further, upon the absence of activities by the Seller, Xxxxxxx Properties, Shareholders and Members competitive to the Business and the absence of disclosure by such Persons of confidential information, which reliance and reasonable expectations would be unfairly frustrated if the Seller, Xxxxxxx Properties, Shareholders or Members failed to comply with the restrictions contained herein; (ii) the covenants contained in this Section 6.21 have been specifically bargained between the parties in the context of the contemplated transactions; (iii) the Seller, Xxxxxxx Properties, Shareholders and Members have obtained legal counsel to review this Agreement; (iv) the covenants made by and duties imposed upon them hereby are fair, reasonable and minimally necessary to protect the legitimate business interests and expectations of the Buyer, and such covenants and duties will not place an undue burden upon the Shareholders or Members in the event of the strict enforcement of the covenants contained herein; and (v) the economic benefits of the contemplated transactions directly and indirectly accruing to the Seller, Xxxxxxx Properties, Shareholders and Members constitute full, fair and adequate consideration to them in exchange for their execution of and compliance with this Agreement.
Sample 1
Agreement on Fairness. The Controlling Shareholders acknowledge that: (i) the Investor and Company have valued the Redeemed Shares in reliance upon the expected earnings stream of the Company and, further, upon the absence of disclosure by the Controlling Shareholders of confidential information and the absence of activities by the Shareholders which compete with the Company; and (ii) the covenants made and duties imposed upon the Controlling Shareholders in this Section were specifically required by, and bargained among, the Controlling Shareholders, Investor and the Company as a condition of Investor's willingness to enter into this Agreement.
Sample 1
Agreement on Fairness. Consultant acknowledges that: (i) this Agreement has been specifically bargained between the parties and reviewed by Consultant and his counsel and (ii) the covenants made by and the duties imposed upon Consultant hereby are fair, reasonable, and minimally necessary to protect the legitimate business interests of Matech, and such covenants and duties will not place an undue burden upon Consultant's livelihood.
Sample 1
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Related to Agreement on Fairness

  • Authority to Enter into Agreement Each Party represents and warrants that it has the right, power, and authority to enter into this Agreement, to become a Party hereto and to perform its obligations hereunder. This Agreement is a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

  • Agreement to Lock-Up Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed l80 days (which period may be extended upon the request of the managing underwriter, to the extent required by any NASD rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.

  • Amendment Provision The term "Note" and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

  • Lock-Up Provision The Employee hereby agrees that in the event of any underwritten public offering of Common Stock, including an initial public offering of Common Stock, pursuant to an effective registration statement filed under the Securities Act (whether before or after the lapse of the Forfeiture Restrictions with respect to any of the Restricted Shares), the Employee shall not effect any public sale or distribution of Common Stock or of any securities convertible into or exchangeable or exercisable for Common Stock or hedging transactions relating to Common Stock, including a sale pursuant to Rule 144 under the Securities Act, during the period beginning 14 days prior to the expected date of “pricing” of such public offering and continuing for a period not to exceed 180 days after the date of the final prospectus (or prospectus supplement if the offering is made pursuant to a “shelf” registration statement) as may be established by the underwriter(s) for such public offering (the “Lock-Up Period”); provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the managing underwriter(s) of such underwritten public offering waive, in writing, such extension. If and to the extent requested by the managing underwriter(s), the Employee agrees to execute an agreement to the foregoing effect with the underwriter(s) for such public offering on such terms as the managing underwriter(s) shall reasonably request (with such modification as reasonably requested by such managing underwriter(s) to take into consideration then existing rules of an applicable securities exchange regarding research analyst publications). The limitations contained in this Section 3(g) shall not apply to any shares registered in such public offering under the Securities Act.

  • Amendment Fees The Borrower agrees to pay to the Administrative Agent for the account of each Bank on the First Amendment Effective Date the upfront fees required to be paid on such date, as set forth in the 2023 Fee Letters.

  • Agreement to Restrict Trading Intermediary agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Intermediary’s account) that violate policies established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

  • Amendment to Agreement The Agreement is hereby amended as follows:

  • Agreement to Issue Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Republic agrees to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Republic, at the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, the aggregate principal amount of the Securities set forth in Schedule II hereto.

  • Representation of Underwriters The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.

  • Amendment to Article I Article I of the Credit Agreement is hereby amended by:

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