Certain Covenants of Executive Sample Clauses

Certain Covenants of Executive. Without in any way limiting or waiving any right or remedy accorded to Company or any limitation placed upon Executive by law, Executive agrees as follows:

Certain Covenants of Executive. (a) As used in Section 10 and Section 11, the Company shall include the Company and each corporation, partnership, or other entity that controls the Company, is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests). (b) While Executive is employed by the Company and, following the termination of the Executive 's employment for any reason, until the first anniversary of the Date of Termination, Executive will not, directly or indirectly: (i) employ or attempt to employ any director, officer, or employee of the Company, or otherwise interfere with or disrupt any employment relationship (contractual or other) of the Company; (ii) solicit, request, advise, or induce any present or potential customer, supplier, or other business contact of the Company to cancel, curtail, or otherwise change its relationship with the Company; or (iii) publicly criticize or disparage in any manner or by any means the Company or its management, policies, operations, products, services, practices, or personnel. (c) Executive hereby acknowledges and agrees that all non-public information and data of the Company, including without limitation that related to product and service formulation, customers, pricing, sales, and financial results (collectively, "Trade Secrets") are of substantial value to the Company, provide it with a substantial competitive advantage in its business, and are and have been maintained in the strictest confidence as trade secrets. Except as permitted by the Board, or as appropriate in the performance of Executive's duties in the normal course of business, Executive shall not at any time disclose or make accessible to anyone any Trade Secrets. (d) Executive acknowledges and agrees that this Section 10 and each provision hereof are reasonable and necessary to ensure that the Company receives the expected benefits of this Agreement and that violation of this Section 10 will harm the Company to such an extent that monetary damages alone would be an inadequate remedy. Consequently, in the event of any violation or threatened violation by Executive of any provision of this Section 10, the Company shall be entitled to an injunction (in addition to all other remedies it may have) restraining Executive from committing or continuing such violation. If any provision or application of this Section 10 is held unlawful or unenforceable in any...

Certain Covenants of Executive. 9.1. Executive agrees that during the Term of Employment, he will not (a) directly or indirectly engage or invest in any business other than Company's business without the prior approval of the CEO or his designee or (b) otherwise act as a director, officer, employee, agent, owner, partner or consultant to any such business. It is understood and agreed that Executive shall not be deemed to be in default with respect to this Section 9.1 as a result of any investment he may make in not more than five percent of the outstanding shares or other units of any security registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act") or in not more than fifty percent of the outstanding shares or other units of any security not registered pursuant to Section 12 of the 1934 Xxx. 9.2. Executive will not during his employment or thereafter (except in the course of his duties as authorized by Company or as required by law) use or disclose to any person any confidential information or trade secrets belonging or relating to Company or any person or entity with whom Executive have come into contact as a result of his employment. Upon termination of this Agreement, Executive promptly shall return all originals and copies of such papers, lists, documents and records that are in his possession, custody or control. 9.3. If the provisions contained in this Section 9 are more restrictive than permitted by applicable law, the parties agree that the covenants contained in this Section 9 shall be enforceable and in force to the extent permitted by law.

Certain Covenants of Executive. Executive covenants and agrees that during the term of this Agreement and for a period ending one (1) year after Executive's termination of employment with the Company for Cause (except in the event of the Executive's Permanent Disability) or Executive's resignation without Good Reason, Executive shall not (i) bid for renewals or extensions of existing Company contracts or (ii) solicit or offer to provide services of the type provided by the Company to any third party that was a customer of the Company on the date of the Executive's termination of employment with the Company. Executive further covenants and agrees that during the term of this Agreement and for the period ending two (2) years after Executive's termination of employment with the Company for Cause (except in the event of the Executive's Permanent Disability) or Executive's resignation without Good Reason, Executive shall not hire or engage any individual who was employed by the Company on the date of Executive's termination of employment.

Certain Covenants of Executive. Executive hereby covenants and agrees that: (a) In the event any member of the Company Group incurs any Indemnified Tax, Executive agrees to promptly pay the amount of such Indemnified Tax in cash within 15 days of written notice from the Company, and Executive authorizes the Company Group to take all actions necessary or appropriate to secure such payment, including withholding such amounts from payments otherwise due to Executive. Executive further agrees to fund any indemnity or other security that any member of the Company Group is required or agrees to provide for any Indemnified Tax for which such member could be responsible. (b) Promptly upon the request of the Company, Executive shall do or cause to be done all commercially reasonably acts and things, and in connection therewith, execute, deliver and file all documents (including, without limitation, all statements or other forms), necessary or appropriate in order to claim, obtain, secure, substantiate or otherwise support the exemption of actual or deemed payments to Executive in connection with the Acquired Shares and the Section 83(b) Election from withholding. (c) If any taxing authority notifies Executive with respect to any action, suit, proceeding (administrative or judicial) or other matter that may give rise to a claim for indemnification under this Agreement, then Executive shall promptly notify Company in writing and shall thereafter keep the Company (and its counsel) fully advised and informed as to the status of each such action, suit, proceeding or other matter at all stages thereof and shall provide the Company (and its counsel) with copies of all items and materials, including, without limitation, correspondence, memoranda, schedules, working papers, reports and other documents, received from, or provided to, each such taxing authority in connection with each such action, suit, proceeding or other matter.

Certain Covenants of Executive. As a condition of Executive’s employment by the Company and the payment of compensation and receipt of benefits referred to above, Executive agrees to continue to be bound, and will continue to be bound following Executive’s termination of employment, to the covenants contained in the Award Agreements. Executive acknowledges that the Company would not provide the compensation and/or benefits set forth above if Executive was not willing to be bound by the terms of the Award Agreements, and Executive further acknowledges and agrees that if he breaches or threatens to breach the covenants contained in the Award Agreements or the other terms of this Agreement, then to the fullest extent permitted by law, (a) the Company will be entitled to apply for and receive an injunction to restrain any violation of such covenants or this Agreement, without notice and without payment of bond, (b) the Company will not be obligated to make any additional payments or provide any additional benefits, and (c) Executive will be obligated to pay to the Company its costs and expenses in enforcing the covenants contained in the Award Agreements and this Agreement and defending against such lawsuit (including court costs, expenses and reasonable legal fees) if Company is the prevailing party. As the sole exception to the mandatory arbitration obligation pursuant to Section 9(d) below, Executive agrees that the Company may enforce the covenants contained in the Award Agreements or the other terms of this Agreement by bringing such action for injunctive relief in the state and federal courts located in Austin, Texas, and Executive irrevocably consents to, and agrees not to object or assert any defense or challenge to, the jurisdiction and venue of such courts. Notwithstanding the foregoing, nothing in this Agreement, the Supplemental Release, or the Award Agreements is intended to limit Executive’s ability to (i) report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“Government Agencies”), (ii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, includin...

Certain Covenants of Executive. Without in any way limiting or waiving any right or remedy accorded to Company or any limitation placed upon Executive by law, Executive agrees as follow:

Certain Covenants of Executive. The Executive hereby covenants and agrees that (i) the benefits of this Note, including the interest arrangements hereunder, shall be transferable by the Executive, (ii) the proceeds of this Note shall only be utilized to purchase or construct a new principal residence in Nashville, Tennessee, and (iii) he will not convert his former principal residence identified above to business or investment use.

Certain Covenants of Executive. As a condition of the Executive’s employment by the Company and the payment of compensation and receipt of benefits referred to above, the Executive agrees to continue to be bound, and will continue to be bound following Executive’s termination of employment in accordance with Section 4 of the Employment Agreement, to the covenants contained in Section 4 of the Employment Agreement. The Executive acknowledges that the Company would not provide the compensation and/or benefits set forth above if Executive was not willing to be bound by the terms of such Employment Agreement and Executive further acknowledges and agrees that if he breaches the covenants contained in Section 4 of the Employment Agreement or the other terms of this Agreement, then, to the fullest extent permitted by law, (a) the Company will be entitled to apply for and receive an injunction to restrain any violation of such covenants or this Agreement, (b) the Company will not be obligated to make any additional payments or provide any additional benefits, (c) Executive will be obligated to pay to the Company its costs and expenses in enforcing the covenants contained in Section 4 of the Employment Agreement and this Agreement and defending against such lawsuit (including court costs, expenses and reasonable legal fees) if Company is the prevailing party, and (d) at the Company’s option, the Executive’s vested but unexercised stock appreciation rights shall be forfeited and Executive shall immediately remit a cash payment to the Company equal to the sum of (i) the difference between (y) the fair market value of a share of Company Common Stock on the date of such breach or the date of Executive’s termination of employment, whichever is greater, and (z) the per share base price, multiplied by the number of shares of Company Common Stock purchased pursuant to the exercise of the stock appreciation rights that vested or continued to vest pursuant to the terms of the Transition Agreement, (ii) the fair market value of a share of Company Common Stock on the date of such breach or the date of Executive’s termination of employment, whichever is greater multiplied by the number of shares of Company Common Stock subject to restricted stock unit awards that vested upon the Executive’s termination of employment pursuant to the terms of the Transition Agreement and (iii) any cash payment received in lieu of the 2019 equity awards. Notwithstanding the foregoing, nothing in this Agreement nor the Employment...

Certain Covenants of Executive. (a) As used in this Section 7, "Company" shall include the Company and each corporation, partnership and other entity which controls the Company, is controlled by the Company or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests). (b) Executive hereby agrees that, while Executive is employed by the Company and until the first anniversary of the Termination Date, Executive will not, directly or indirectly (i) own, operate, invest in, lend money to, be employed by, consult with, render services to, act as agent, officer or director for, or acquire or hold any interest in (A) any business that competes with any business owned or operated by the Company; or (B) any Person which owns, operates or has an interest in any such competing business (except that nothing herein shall prohibit Executive from owning not more than 1.0% of the outstanding shares of any class of stock of a corporation if such class of stock is regularly traded on a recognized national securities exchange); (ii) employ or attempt to employ any director, officer or employee of the Company, or otherwise interfere with or disrupt any employment relationship (contractual or other) of the Company; (iii) solicit, request, advise or induce any present or potential customer, supplier or other business contact of the Company to cancel, curtail or otherwise change its relationship with the Company; or (iv) publicly criticize or disparage in any manner or by any means the Company, or any aspect of its management, policies, operations, products, services, practices or personnel. (c) Executive hereby acknowledges and agrees that all non-public information and data of the Company, including without limitation that related to product and service formulation, customers, pricing, sales and financial results are of substantial value to the Company, provide it with a substantial competitive advantage in its businesses and are and have been maintained in the strictest confidence as trade secrets. Except as otherwise approved by the Company in writing, Executive shall not at any time divulge, furnish or make accessible to anyone (other than the Company and its directors and officers) any such information or data. (d) Executive hereby specifically acknowledges and agrees that this Section 7 and each provision hereof are reasonable and necessary to ensure that the Company receives the expected benefits of this...