Covenant Not To Circumvent Sample Clauses

Covenant Not To Circumvent. The Purchasers and the Company agree that at no time will any of them take any action, directly or indirectly, with the intent to circumvent their respective obligations under, or to deprive the Purchasers or the Company of any benefit intended by, any provision of Section 7 of this Agreement.
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Covenant Not To Circumvent. Each Contributor Affiliated Party covenants that it will not utilize the exceptions set forth in Section 5(b) to otherwise circumvent the Contributor Affiliated Parties' obligations pursuant to Section 5(a) or elsewhere in this Agreement other than as expressly permitted pursuant to the exceptions set forth in Section 5(b).
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Covenant Not To Circumvent. In the event there is no commercial agreement between the PARTIES for the purchase of NR or STABLE NR by P&G from COLLABORATION PARTNER, P&G agrees not to submit for any new PATENT RIGHTS or acquire any PATENT RIGHTS from THIRD PARTIES for NR within 2 years after the date of Termination of this JDA. The PARTIES further agree not to challenge or knowingly infringe each other’s NR PATENT RIGHTS.
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Covenant Not To Circumvent. It is understood that the Consultants will be introducing the Company to equity, debt and other financing parties along with potential purchasers of Company’s product or suite of products. The Company agrees that its employees, officers, directors or other consultants will not circumvent this agreement in an endeavor to employ, tempt or cause any investment from Consultants contacts. The Company understands that such action would constitute a breach of this agreement and would be harmful or damaging to the Consultants business; as a result the Consultants would be owed treble damages payable forthwith in cash or kind in the amount of ($100,000).
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Covenant Not To Circumvent. The Parties admit and agree each will be introduced to the Potential Asset(s) and Counter Parties respectively for the sole an exclusive purpose of working jointly with in considering the possible options that may be offered by the Potential Asset(s). The Parties hereby agree that during the Term of this Agreement and for a period of ( ) after its Termination (the “Restricted Period”) they shall not, directly or indirectly, solicit, deal with, or transact business with a Counter-Party or with the Potential Asset(s) without the prior written consent of , which may be unreasonable withheld or delayed, an subject in all cases to paying the respective Party such reasonable compensation as agree. If a Party consummates any Potential Asset(s) with the Counter Party or consummates the Potential Asset(s) during the Restricted Period, shall be entitled to such the fees and expense reimbursements otherwise agreed, or in the absence of any such agreement, such fees and expenses as are reasonable and customary.
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Covenant Not To Circumvent. The VHS Parties and the MVHS Parties covenant and agree that VHS, MVHS and Vigorous Health shall not take any actions to circumvent this Agreement. This covenant not to circumvent the Agreement includes a covenant that the VHS Parties and the MVHS Parties shall not create any company or enter into any agreement, either directly or indirectly, to circumvent any provision or obligation of this Agreement.
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Related to Covenant Not To Circumvent

  • Covenant Not to Compete Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.

  • NONCIRCUMVENTION The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise).

  • Covenant Not to Sue a. To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter released by this Agreement.

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