Exclusive Duty Sample Clauses

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Exclusive Duty. During the Participant’s relationship with the Company, the Participant will not engage in any other business activity that creates a conflict of interest except as permitted by the Company’s Code of Conduct, as in effect from time to time.
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Exclusive Duty. During his or her relationship with the Company, the Award Recipient will not engage in any other business activity that creates a conflict of interest except as permitted by the Company’s Code of Conduct.
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Exclusive Duty. During the Participant’s relationship with Avaya, the Participant will not engage in any other business activity that creates a conflict of interest except as permitted by the Company’s Code of Conduct, as in effect from time to time.
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Exclusive Duty. During his or her employment, the Optionee will not engage in any other business activity except as permitted by the Company’s Code of Conduct.
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Exclusive Duty. During Executive’s relationship with Avaya, Executive will not engage in any other business activity that creates a conflict of interest except as permitted by Avaya’s Code of Conduct, as in effect from time to time.
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Exclusive Duty. Except as may otherwise be provided in a written agreement between a Manager and the Company, the Managers shall not be required to manage the Company as their sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Managers or to the income or proceeds derived therefrom.
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Exclusive Duty. Consultant agrees that during the term of this Agreement, Consultant will work only for the Company and thereafter, through December 31, 2007, Consultant agrees he will not individually, nor will he, serve as or become a director, officer, partner, limited partner, employee, agent, representative, stockholder, creditor, or Consultant of or to, or serve in any other capacity with any business which shall in any manner, directly or indirectly: a. Engage or prepare to engage in any business which competes with the Company anywhere; b. Induce, or attempt to induce, any person who is an employee of the Company during the term of this covenant to leave the employ of the Company; or c. Solicit, divert, or accept orders for goods or services that are substantially competitive with the goods or services sold by the Company from any customer of the Company. Notwithstanding the foregoing, Consultant shall not be in breach of this covenant if Consultant owns less than one percent of the outstanding securities of any entity whose shares are publicly traded, or if Consultant is owed money by any entity solely for past salary, wages or expenses.
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Exclusive Duty. 5.1 Consultant agrees that during the term of this Agreement, Consultant will work only for the Company and thereafter, through December 31, 2007, Consultant agrees he will not individually, nor will he, serve as or become a director, officer, partner, limited partner, employee, agent, representative, stockholder, creditor, or Consultant of or to, or serve in any other capacity with any business which shall in any manner, directly or indirectly: a. Engage or prepare to engage in any business which competes with the Company anywhere; b. Induce, or attempt to induce, any person who is an employee of the Company during the term of this covenant to leave the employ of the Company; or c. Solicit, divert, or accept orders for goods or services that are substantially competitive with the goods or services sold by the Company from any customer of the Company. Notwithstanding the foregoing, Consultant shall not be in breach of this covenant if Consultant owns less than one percent of the outstanding securities of any entity whose shares are publicly traded, or if Consultant is owed money by any entity solely for past salary, wages or expenses. 5.2 Consultant acknowledges and agrees to the time, scope, geographic area, and other provisions of this Section 5 as reasonable under the circumstances. Consultant further agrees that if, at any time, despite the express agreement of the parties hereto, a court of competent jurisdiction holds that any portion of this Section 5 is unenforceable for any reason, the maximum restrictions of time, scope, or geographic area reasonable under the circumstances, as determined by such court, will be substituted for any such restrictions held unenforceable.
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Related to Exclusive Duty

  • Exclusive Negotiations The State will not bargain collectively or meet with any employee organization other than MSEA-SEIU with reference to terms and conditions of employment of employees covered by this Agreement. If any such organizations request meetings they will be advised by the State to transmit their requests concerning terms and conditions of employment to MSEA-SEIU.

  • Exclusive Use (A) After the Occupancy Date, Lessee expressly agrees and warrants that the Leased Premises will be used exclusively as a Champps Restaurant or other casual dining sit-down restaurant. In any other such case, after obtaining Lessor's prior written consent, such consent not to be unreasonably withheld or delayed, Lessee may conduct any lawful business from the Leased Premises. Lessee acknowledges and agrees that any other use without the prior written consent of Lessor will constitute a default under and a violation and breach of this Lease. Lessee agrees: To open for business within a reasonable period of time after completion of construction of the contemplated Improvements; to operate all of the Leased Premises during the Term or Renewal Terms during regular and customary hours for businesses similar to the permitted exclusive use stated herein, unless prevented from doing so by causes beyond Lessee's control or due to remodeling; and to conduct its business in a professional and reputable manner. (B) If the Leased Premises are not operated as a Champps Restaurant or other casual dining sit-down restaurant or other permitted use hereunder, or remain closed for thirty (30) consecutive days (unless such closure results from reasons beyond Lessee's reasonable control) and in the event Lessee fails to pay Rent when due or fulfill any other obligation hereunder, then Lessee shall be in default hereunder and Lessor may, at its option, cancel this Lease by giving written notice to Lessee or exercise any other right or remedy that Lessor may have; provided, however, that closings shall be reasonably permitted for replacement of trade fixtures or during periods of repair after destruction or due to remodeling.

  • Exclusive Agreement This is the entire Agreement between Contractor and Client.

  • Exclusive Dealing (a) From and after the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”), the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Affiliates and Representatives not to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1. (b) During the Pre-Closing Period, each of the Seller Guarantors, the Sellers, NewCo and the Company shall promptly notify Acquiror in writing after their receipt of, or any of their Affiliates or Representatives receipt of, (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for nonpublic information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons other than Acquiror that would reasonably be expected to lead to an Acquisition Proposal. Such notice shall describe (1) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request and (2) the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request (except to the extent any of such information is deemed confidential under a confidentiality or non-disclosure agreement that is already in place as of the Agreement Date, in which case such notice will disclose the existence of such inquiry, offer, proposal, indication of interest or request and any of such information contained therein that is non-confidential). During the Pre-Closing Period, the Company shall keep Acquiror fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Acquiror a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing (except to the extent any of such information is deemed confidential under a confidentiality or non-disclosure agreement that is already in place as of the Agreement Date, in which case such notice will disclose the existence of such inquiry, offer, proposal, indication of interest or request and any of such information contained therein that is non-confidential).

  • Exclusive License Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive, royalty-bearing license, with the right to grant sublicenses (subject to the provisions of Section 2.1(d) below), in the Territory to and under the Exclusively Licensed Know-How to research, develop, make, have made, use, have used, sell, have sold, offer for sale, import and export Licensed Products in the Field.