Certain Additional Restrictions. No Option may be exercised unless the Optionee is an employee of the Company at the time of exercise, except as provided in Section 7 hereof. Neither the Optionee, his heirs, legatees, distributes, or legal representatives of his estate shall have any rights of a stockholder with respect to the optioned stock unless and until such shares have been issued. Unless otherwise provided herein, no adjustments shall be made for dividends or other rights for which the record date is prior to the date of exercise of the option.
Certain Additional Restrictions. 3.3.1 The Products to be sold to the Distributor hereunder shall bear Company’s Trademarks. The Distributor shall not remove, conceal or alter any of Company’s Trademarks on the
Certain Additional Restrictions. Prior to the Closing, without the prior written consent of Buyer, neither Seller nor the Companies shall, except as expressly provided in Schedule 6.20: -------------
(a) issue, sell or grant any capital stock of the Companies or any other securities (including long term debt) of the Companies or any rights, options or securities to acquire any such capital stock or other securities;
(b) declare, set aside or pay any dividend or make any other distribution upon or adjust, split, combine or reclassify any shares of capital stock or other securities of any of the Companies;
(c) purchase, redeem or otherwise acquire any capital stock or other securities of any of the Companies or any rights, options, or securities to acquire any capital stock or other securities of any of the Companies;
(d) amend their articles of incorporation or bylaws (except as provided herein);
(e) grant any general or uniform increase in the rate of pay of employees or employee benefits;
(f) except as set forth in Schedule 4.25, grant any bonus, incentive ------------- compensation or related employee benefits;
(g) make any capital expenditure or commitments with respect thereto in excess of $25,000 in the aggregate for any specific project or purpose, except for ordinary repairs, renewals and replacements;
(h) change any method of financial accounting;
(i) adopt or enter into any new employment agreement or other employee benefit plan or arrangement or amend or modify any employment agreement or employment benefit plan or arrangement of any such type;
(j) other than in the ordinary course of business, consistent with past practice, incur any indebtedness for borrowed money or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person;
(k) change any of the Companies' basic policies and practices with respect to liquidity management and cash flow planning, marketing, budgeting, profit and tax planning, personal practices or any other material aspect of the Companies' business or operations;
(l) grant any Person a power of attorney or similar authority;
(m) make any investment by purchase of stock or securities, contributions to capital, property transfers or otherwise in any other Person;
(n) settle any claim, action or proceeding involving any liability of any Company for money damages in excess of $25,000 exclusive of insurance coverage, or involving restrictions upon the operations of the Company;
(o) enter into any new acti...
Certain Additional Restrictions. Ono agrees and acknowledges that it and its Affiliates shall not conduct any Development of Product except in accordance with a Development Plan established pursuant to this Agreement.
Certain Additional Restrictions. Each Party agrees and acknowledges that it and its Affiliates and Sublicensees shall not conduct any Development or Regulatory Activities of the Product(s) except in accordance with a Development Plan established pursuant to this Agreement.
Certain Additional Restrictions. Licensee agrees and acknowledges that it and its Affiliates shall not conduct any Development of the Product except in accordance with the Development Plan established pursuant to this Agreement.
Certain Additional Restrictions. Pfizer agrees and acknowledges that it and its Affiliates and sublicensees shall not conduct any Development of the Product except in accordance with a Development Plan established pursuant to this Agreement.
Certain Additional Restrictions. Except as provided in Section 7 hereof (and except for Optionees who are Directors of the Company), neither the ISO Option nor the NSO Option may be exercised unless the Optionee is an employee of the Company, as provided in Section 10 hereof, at the time of exercise. Neither the Optionee nor his heirs, legatees, distributees, or legal representatives of his estate shall have any rights of a stockholder with respect to the ISO Optioned Stock or the NSO Optioned Stock (as applicable) unless and until certificates for such shares have been issued upon the exercise of the ISO Option or the NSO Option. Unless otherwise provided herein, no adjustments shall be made for dividends or other rights for which the record date is prior to the date of exercise of the applicable option.
Certain Additional Restrictions. 3.3.1 The Products to be sold to the Distributor hereunder shall bear Company's Trademarks. The Distributor shall not remove, conceal or alter any of Company's Trademarks on the Products. The Distributor shall promote and sell all Products in their original packages and under the original labels provided by the Company; provided, however, that the Distributor shall fully and timely advise the Company of all laws and regulations of the Territory governing the packaging and labelling of the Products and provided further that, upon receipt of such information, the Company shall use its best efforts to ensure that the packaging and labelling of the Products are in substantial compliance with all such laws and regulations. The Distributor shall make no modifications, alterations, changes, enhancements or additions in or to the Products or the Company's Trademarks, except for the addition of the name and address of the Distributor to the Products, displaying the name and address of the Distributor and the Company in the same-size print on the Products.
3.3.2 The Distributor shall include an appropriate trademark or trade name notice on its advertisements, sales literature, press releases and all other marketing materials that use Company's Trademarks.
3.3.3 The Distributor shall not use Company's Trademarks on its letterhead or in its Company name; provided, however, that the Distributor may include a short plain language statement on its letterhead and promotional literature to the effect that it is an authorized distributor of the Company's Products.
3.3.4 The Distributor represents and warrants that it has not sought or obtained, and agrees that it shall not seek or obtain, in the Territory or elsewhere, any trademark or tradename registration embodying Company's Trademarks or any patent or other intellectual property protection for any of the Company's Property, unless authorized to do so in advance in writing by the Company.
Certain Additional Restrictions. (a) Each Covered Person agrees, for the benefit of every other Covered Person, that such Covered Person will comply, with respect to all Common Shares beneficially owned by such Covered Person, with the restrictions on Transfer relating to Common Shares imposed by the lock-up provisions of the Underwriting Agreement that are expressly applicable to Partners, whether or not such provisions refer to such Covered Person by name.
(b) Each Covered Person agrees, for the benefit of every other Covered Person, that, upon notice from Bermudaco, such Covered Person will comply, with respect to all Common Shares beneficially owned by such Covered Person, with any future restrictions on Transfer relating to Common Shares imposed by or with the consent of Bermudaco and notified to such Covered Person from time to time in connection with any future offerings of securities of the Company, whether by the Company or by any securityholder thereof and whether or not such restrictions on transfer refer to such Covered Person by name (such restrictions, collectively, "FUTURE RESTRICTIONS"); provided that such Future Restrictions are no more onerous than restrictions agreed to by Bermudaco in such offering. Notwithstanding the immediately preceding sentence, Covered Persons that are not Employee Covered Persons shall not be required to comply with such Future Restrictions on Transfer relating to Common Shares that are not Covered Shares.
(c) Each Covered Person agrees for the benefit of every other Covered Person that, for so long as such Covered Person is an Employee Covered Person, such Covered Person will comply with any restrictions on Transfer relating to Common Shares imposed by the Company and notified to such Covered Person from time to time pursuant to the Company's insider trading policies from time to time.
