Description of Proscribed Actions Sample Clauses

Description of Proscribed Actions. During the Term and for a period thereafter equal to (X) in the event of a termination Without Cause, resignation for Company Breach or resignation for Forced Relocation pursuant to Section 1.7(b) (Termination Following a Change in Control), twelve (12) months, and (Y) in all other cases, eighteen (18) months, in consideration for the obligations of Employer and Parent hereunder, including without limitation their disclosure (pursuant to Section 2.1 (Training/Confidential Information) above) of Confidential Information, Employee shall not, unless approved in writing by the Chief Executive Officer of Parent or a duly passed resolution of the Board of Directors of Parent: (i) directly or indirectly, engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with, or render services or advice to, any Competing Business (defined below); provided, however, that Employee may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Exchange Act and (y) Employee is not the Beneficial Owner of more than five percent (5%) of the outstanding capital stock of such enterprise; (ii) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, solicit, divert or take away any suppliers, customers or clients of the Company or any of its Affiliates; or (iii) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, either (A) hire, attempt to hire, contact or solicit with respect to hiring, any employee of Employer or Parent or any Affiliate thereof, (B) induce or otherwise counsel, advise or encourage any employee of Employer, Parent or any Affiliate thereof to leave the employment of Employer, Parent or any Affiliate thereof, or (C) induce any re...
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Description of Proscribed Actions. (i) directly or indirectly, engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with, or render services or advice to, any Competing Business (defined below); provided, however, that the Employee may -------- ------- invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Exchange Act and (y) the Employee does not beneficially own (as defined Rule 13d-3 promulgated under the Exchange Act) in excess of 5% of the outstanding capital stock of such enterprise; (ii) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, solicit, divert or take away any suppliers, customers or clients of the Company or any of its Affiliates; or (iii) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, either (i) hire, attempt to hire, contact or solicit with respect to hiring, any employee of Employer or Parent or any Affiliate thereof, (ii) induce or otherwise counsel, advise or encourage any employee of Employer, Parent or any Affiliate thereof to leave the employment of Employer, Parent or any Affiliate thereof, or (iii) induce any representative or agent of Employer, Parent or any Affiliate thereof to terminate or modify its relationship with Employer, Parent or such Affiliate.
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Description of Proscribed Actions. Throughout the Consultant's Engagement during the term of this Agreement and, unless the within Agreement is not mutually renewed at the end of its term, or unless the within Agreement terminates pursuant to Section 1.5(b) (Without Cause), Section 1.5(c) (Company Breach), or Section 1.5(d) (Change in Control), for a period of two (2) years after the termination of the Consultant's Engagement within Canada and the United States of America, in consideration for the payment by the Company to the Consultant of the compensation due and/or severance pay due pursuant hereto and the Company's obligations hereunder, including without limitation the Company's disclosure (pursuant to Section 2.2(b) (Obligation of The Company) below) of Confidential Information and the Company's agreement to indemnify the Consultant and Pennxx (xxrsuant to Article 3 (Indemnification) hereof), the Consultant and Pennxx xxxll not: (i) directly or indirectly, manage, operate, control or be employed by, or render services or advice to, any Competing Business (as defined in Section 2.1(c) below); provided, however, that the Consultant and Pennxx xxx invest in the securities of any enterprise if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 (USA) and (y) the Consultant and Pennxx xxxs not beneficially own (as defined Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in excess of twenty-percent 20% of the outstanding capital stock of such enterprise; Initials /s/ DG /s/ MEM /s/ JCP 10 (ii) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), partner or in any other individual or representative capacity whatsoever, either for their own benefit or for the benefit of any other person or entity, solicit, divert or take away any suppliers, customers or clients of the Company or any of its Affiliates (as defined in Section 2.1(d) below); or
Sample 1
Description of Proscribed Actions. During the Term and for a period of two (2) years thereafter, in consideration for the Company's obligations hereunder, including without limitation the Company's disclosure of Confidential Information (pursuant to Subsection 2.2(a) (Confidential Information and Subsection 2.2(b) (Obligation of The Company) below) and the Company's agreement to indemnify the Executive (pursuant to Article 3 (Indemnification) hereof), the Executive shall comply with the following Restrictions:
Sample 1Sample 2
Description of Proscribed Actions. Throughout the Executive"s employment during the term of this Agreement and, unless the Agreement terminates pursuant to Section 1.5(a) (Disability), Section 1.5(c) (Without Cause), Section 1.5(d) (Company Breach), or
Sample 1
Description of Proscribed Actions. In consideration for the disclosure of Confidential Information described in Section 3 of this Agreement, during the Term of this Agreement, Wagar shall not: (a) directly xx xndirectly, engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with, or render services or advice to, any Competing Business (defined below); provided, however, that Wagar may invest in the securities of any entxxxxxse (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; (b) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other Person (defined below) or entity, divert or take away any customers or clients of Radiologix, such activities are associated with or related to the business referred to in (a)(i) above; or (c) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other Person or entity, either (i) hire, attempt to hire, contact or solicit with respect to hiring, any employee of Radiologix, (ii) induce or otherwise counsel, advise or encourage any employee of Radiologix to leave the employment of Radiologix, or (iii) induce any representative or agent of Radiologix to terminate or modify its relationship with Radiologix.
Sample 1
Description of Proscribed Actions. In consideration for the Employer's obligations hereunder and in consideration of the benefits to the Employee under the Asset Purchase Agreement between Callxxxx'x Xxxsery, Inc., Cornxxxxx Xxxseries Inc., Turkey Creek Farms, Inc. and Wholesale Landscape Distributors, Inc., dated as of June 3, 1999, during the Term and for three (3) years thereafter (unless such period is extended pursuant to the terms of this Agreement), the Employee shall not: (1) directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of, be employed by, be a consultant to, associated or in any manner connected with, lend credit to, or render services or advice to, any Competing Business (defined below); provided, however, that the Employee may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, and (y) the Employee does not beneficially own (as beneficial ownership is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) in excess of 1% of the outstanding capital stock of such enterprise; (2) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, solicit, divert or take away any suppliers or customers of the Employer or any of its subsidiaries or any prospective suppliers or customers of the Employer with whom the Employer has discussed (in person, by telephone, or in writing) possible business relationships during the 24-month period prior to the end of the Term; or (3) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity (i) hire, attempt to hire, contact or solicit with respect to hiring, any employee of the Employer or any of its subsidiaries, (ii) induce or otherwise couns...
Sample 1
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Related to Description of Proscribed Actions

  • Description of Projects Services a. Project/Services to be performed by A-E shall consist of the work as specified herein and as required in Attachment A. If in the event Attachment A shall be in conflict with any provision of this Contract, the wording as set forth in Attachment A shall prevail. b. A-E shall be responsible for submitting all Projects/Services to County in a form which has been thoroughly reviewed and checked for completeness, accuracy and consistency by the registered professional named in Section 1.1.2 herein; and, any Projects/Services not meeting this requirement will be returned to A-E prior to review by County.

  • DESCRIPTION OF PROJECT For the Company to be eligible to earn the Maximum Credit Amount, the Company will satisfy its obligations as reflected in the following representations, which the IEDC has relied upon: A. The Company will complete the Project at the Project Location. B. The Company represents that the number of permanent, Full-Time Employees (as defined in Indiana Code § 6–3.1–13–4) from whom Indiana state income tax withholdings are retained by the State of Indiana, employed as of the Commencement Date at the Project Location, is the Base Employment Number. C. The Project will result in the creation of New Employees (as defined in Indiana Code § 6- 3.1-13-6) at the Project Location of at least the Additional Jobs Commitment. D. The average of the hourly wages, before benefits, paid to New Employees at the Project Location, will at least equal the Average Wage Commitment. E. At the discretion of the IEDC, New Employees that are paid an average wage of less than the Minimum Wage Commitment may be excluded for the purpose of calculating the credit amount. F. The Project is anticipated to involve at least the Capital Investment Amount.

  • Description of Processing Include a description of how the disclosed information will be processed by each receiving party.

  • Description of Deliverables The Contractor shall Perform as set forth in Exhibit A.

  • Description of Property A narrative description of the Real Estate, the improvements thereon and the tenants and Leases relating to such Real Estate.

  • Description of Duties 12.01 The Employer agrees to provide and retain on file an accurate position description for every position. 12.02 Upon hiring or within thirty (30) calendar days of receipt of a written request from an employee, the Employer shall provide to the employee a statement containing the duties and responsibilities assigned for the position held by the employee, including the employee’s classification level, salary and the organizational chart depicting the position’s place in the organization.

  • WHO WILL REVIEW THE INFORMATION DISCLOSED ON THE RELATIONSHIP DISCLOSURE FORM AND ANY UPDATES?

  • Revisions of Prospectus -- Material Changes If at any time prior to the Settlement Date any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing Agent, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

  • Certification Regarding Business with Certain Countries and Organizations Pursuant to Subchapter F, Chapter 2252, Texas Government Code, PROVIDER certifies it is not engaged in business with Iran, Sudan, or a foreign terrorist organization. PROVIDER acknowledges this Purchase Order may be terminated if this certification is or becomes inaccurate.

  • COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY BREACH AND NOTIFICATION ACT Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section 208).

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