Application of Restrictions. Sub-paragraph 20.5 will be construed and have effect as if it were a number of separate sub-paragraphs which results from combining the commencement of sub-paragraph 20.5 with each sub-paragraph in paragraph (a) and combining each such combination with each sub-paragraph of paragraph (b). Each such resulting sub-paragraph is severable from each such resulting sub-paragraph and any word or phrase contained in the commencement of sub-paragraph 20.5 is severable. If any such resulting sub-paragraph (or any word or phrase contained in the commencement of sub-paragraph 20.5) is declared or determined to be illegal, invalid or unenforceable for any reason by final determination of any court or tribunal of competent jurisdiction, such illegality, invalidity or unenforceability will not prejudice or in any way affect the validity or enforceability of any other such resulting sub-paragraph, word or phrase.
Application of Restrictions. ALPHANET shall take all necessary steps to avoid the application of the restrictions contained in Sections 14A:10A-1 to 10-6 of the NJBCA.
Application of Restrictions. SCB shall take all necessary steps to avoid the application of the restrictions contained in Sections 00-000-000 through 00-000-000 of the TBCA.
Application of Restrictions. The transfer restrictions of Section 1(b) shall not apply to the exchange of Restricted Shares pursuant to a Change of Control of the Company as provided in Sections 4(a) and 4(b) hereof.
Application of Restrictions. ARIS shall take all necessary steps to avoid the application of the restrictions contained in section 23B.19.040 of the WBCA.
Application of Restrictions. It is hereby agreed and declared that each of the restrictions contained in clause 17 of this Agreement will be read and construed independently of the others and that all such restrictions are considered reasonable by the parties to this Agreement but, in the event that any such restriction is found or held to be void in circumstances where it would be valid if some part of it were deleted or the period, scope or distance of application reduced the parties to this Agreement agree that such restriction will apply with such modification as may be necessary to make it valid and effective and that any such modification will not affect the validity of any other restriction contained in this Agreement.
Application of Restrictions. It is expressly agreed that the restrictions set forth in Section 5.1(a) above shall apply to all Securities beneficially owned by the Purchaser and its subsidiaries and Affiliates. In addition, the foregoing restrictions are expressly agreed to preclude the Purchaser and its subsidiaries and Affiliates during the Lock-up Period from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Securities, even if such Securities would be disposed of by someone other than the Purchaser and its subsidiaries and Affiliates. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. Notwithstanding the foregoing, the restrictions set forth in Section 5.1(a) above shall not apply to a transfer of the Securities to a wholly owned subsidiary of the Purchaser (the “Permitted Transferee”), provided that any such Permitted Transferee agrees in writing to be subject to such restrictions, and provided, further, that should any such Permitted Transferee, at any time, cease to be a wholly owned subsidiary of the Purchaser, the Purchaser shall be obligated to require such Permitted Transferee to transfer the Securities back to the Purchaser.
Application of Restrictions. 12 19 DIRECTORSHIP............................................................................................13 20
Application of Restrictions. 21.1 The Executive agrees that the restrictions in clause 20 above are no wider or more restrictive than is reasonably necessary for the protection of the goodwill, trade connections, employee base and Confidential Information of the Business.
21.2 The benefit of the restrictions in clause 20 above extend to any Group Company and the Company contracts as trustee for any other Group Company that (without prejudice to the Company’s right to enforce any such restriction both for itself and for any other Group Company) any such other Group Company may enforce the same against the Executive. The Executive will at any time (whether before or after the Termination Date) upon written request execute under seal directly with any other Group Company a •deed or deeds in its favour provided that the same does not contain restrictions or other provisions which are more restrictive or onerous than those contained in this Agreement.
21.3 It is hereby agreed and declared that each of the restrictions contained in clause 20 of this Agreement shall be read and construed independently of the others and that all such restrictions are considered reasonable by the parties to this Agreement but, in the event that any such restriction shall be found or held to be void in circumstances where it would be valid if some part of it were deleted , the parties to this Agreement agree that such restriction shall apply with such deletion as may be necessary to make it valid and effective and that any such modification shall not affect the validity of any other restriction contained in this Agreement.
21.4 If the Company requires the Executive not to perform any of his duties and/or excludes the Executive from the Company’s premises as set out in clause 20 above for some or all of any period of notice (“Garden Leave Period”), the period of the post-termination restrictions set out in clause 20 will be reduced by the length of the Garden Leave Period served before the Termination Date.
Application of Restrictions. It is expressly agreed that the restrictions set forth in Sections 3.4(a) above shall apply to all Securities beneficially owned by Medarex and any Medarex Affiliate. In addition, the foregoing restrictions are expressly agreed to preclude Medarex and any Medarex Affiliate from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a Sale or other disposition of the Securities, even if such Securities would be disposed of by someone other than Medarex and any Medarex Affiliate. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities.
