Common use of Executive’s Employment Representations Clause in Contracts

Executive’s Employment Representations. Executive agrees that he (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religious, and not for profit organizations) without the consent of the Board; (ii) will serve as an Executive of the Company; (iii) is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s duties; provided, however, the Company acknowledges and agrees that during the Employment Period, subject to any restrictive covenants set forth in Section 7, Executive will also be providing certain services to and on behalf of Harborview Advisors, LLC, Harborview Capital Management LLC and each of their respective affiliates (collectively, “Harborview”). The Company understands Executive’s obligations to Harborview and Executive believes that his provision of services to Harborview shall not interfere with his performance of his obligations to the Company. Executive further represents to the Company that Executive (x) is not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject by entering into this Agreement or providing services under the Agreement’s terms; (y) is under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable or disqualifying events that would have any material impact the Company or its ability to conduct securities offerings.

Appears in 2 contracts

Samples: Executive Employment Agreement (Alliqua, Inc.), Executive Employment Agreement (Alliqua, Inc.)

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Executive’s Employment Representations. Executive agrees that he (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religious, and not for profit organizations) without the consent of the Board, which consent will not be unreasonably withheld, other than those board of directors or trustees on which Executive serves as of date of this Agreement; and (ii) will serve as an Executive of the Company; (iii) is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s duties; provided, however, the Company acknowledges and agrees that during the Employment Period, subject to any restrictive covenants set forth in Section 7, Executive will also be providing certain services to and on behalf of Harborview Advisors, LLC, Harborview Capital Management LLC and each of their respective affiliates (collectively, “Harborview”). The Company understands Executive’s obligations to Harborview and Executive believes that his provision of services to Harborview shall not interfere with his performance of his obligations to the Company. Executive further represents to the Company that Executive (x) is not not, to Executive’s knowledge, violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is is, to Executive’s knowledge, under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable or disqualifying events that would have any material impact on the Company or its ability to conduct securities offerings.

Appears in 2 contracts

Samples: Executive Employment Agreement (DropCar, Inc.), Executive Employment Agreement (Alliqua, Inc.)

Executive’s Employment Representations. Executive agrees that he (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religious, and not for profit organizations) without the consent of the Board; (ii) will serve as an Executive of the Company; (iii) is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s duties; provided, however, the Company acknowledges and agrees that during the Employment Period, Period he shall devote his full business and professional time and energy to the Company subject to any restrictive covenants set forth the provisions below. Executive agrees to carry out and abide by all lawful directions of the Board and to comply in Section 7all material respects with all lawful standards of performance, policies, and other rules and regulations heretofore established by the Company or hereafter established by the Company. Without limiting the generality of the foregoing, Executive will also be providing certain shall not, without the written approval of the Board, render services to and of a business or commercial nature on his own behalf or on behalf of Harborview Advisorsany other person, LLCfirm, Harborview Capital Management LLC and each or entity (other than any direct or indirect affiliate of their respective affiliates the Company), whether for compensation or otherwise, during the Employment Period; provided that the foregoing shall not prevent Executive from (collectivelyi) serving on the boards of directors of, “Harborview”). The Company understands or holding any other offices or positions in, non-profit organizations and, with the prior written approval of the Board, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, (iii) managing Executive’s obligations passive personal 32519/1 11/10/2021 56548536.3 investments, or (iv) subject to Harborview and Executive believes that his provision written approval of services to Harborview the Board (which approval shall not interfere be unreasonably withheld), serving on the boards of directors of up to two entities that are not competitive with his performance of his obligations to the Company, so long as in each case such activities in the aggregate do not interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Executive further represents to the Company that Executive (x) is not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the this Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable disclosable or disqualifying events that would have any material an adverse impact on the Company reputation or its ability to conduct securities offeringsbusiness of the Company.

Appears in 1 contract

Samples: Executive Employment Agreement (Kintara Therapeutics, Inc.)

Executive’s Employment Representations. Executive agrees that he (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religious, and not for profit organizations) without the consent of the Board; (ii) will serve as an Executive of the Company; (iii) is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s duties; provided, however, the Company acknowledges and agrees that during the Employment Period, Period he shall devote his full business and professional time and energy to the Company subject to any restrictive covenants set forth the provisions below. Executive agrees to carry out and abide by all lawful directions of the Board and to comply in Section 7all material respects with all lawful standards of performance, policies, and other rules and regulations heretofore established by the Company or hereafter established by the Company. Without limiting the generality of the foregoing, Executive will also be providing certain shall not, without the written approval of the Board, render services to and of a business or commercial nature on his own behalf or on behalf of Harborview Advisorsany other person, LLCfirm, Harborview Capital Management LLC and each or entity (other than any direct or indirect affiliate of their respective affiliates the Company), whether for compensation or otherwise, during the Employment Period; provided that the foregoing shall not prevent Executive from (collectivelyi) serving on the boards of directors of, “Harborview”). The Company understands or holding any other offices or positions in, non-profit organizations and, with the prior written approval of the Board, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, (iii) managing Executive’s obligations passive personal investments, (iv) continuing Executive’s existing investment advisory role with Red Line Capital Partners, SA, or (v) subject to Harborview and Executive believes that his provision written approval of services to Harborview the Board (which approval shall not interfere be unreasonably withheld), serving on the boards of directors of up to two entities that are not competitive with his performance of his obligations to the Company, so long as in each case such activities in the aggregate do not interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Executive further represents to the Company that Executive (x) is not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the this Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable or disqualifying events that would have any material an adverse impact on the Company reputation or its ability to conduct securities offeringsbusiness of the Company.

Appears in 1 contract

Samples: Executive Employment Agreement (DelMar Pharmaceuticals, Inc.)

Executive’s Employment Representations. Executive agrees that he (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religious, and not for profit organizations) without the consent of the Board; (ii) will serve as an Executive of the Company; (iii) is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s duties; provided, however, the Company acknowledges and agrees that during the Employment Period, Period he shall devote his full business and professional time and energy to the Company subject to any restrictive covenants set forth the provisions below. Executive agrees to carry out and abide 32519/1 11/10/2021 56560382.3 by all lawful directions of the CEO and the Board and to comply in Section 7all material respects with all lawful standards of performance, policies, and other rules and regulations heretofore established by the Company or hereafter established by the Company. Without limiting the generality of the foregoing, Executive will also be providing certain shall not, without the written approval of the Board, render services to and of a business or commercial nature on his own behalf or on behalf of Harborview Advisorsany other person, LLCfirm, Harborview Capital Management LLC and each or entity (other than any direct or indirect affiliate of their respective affiliates the Company), whether for compensation or otherwise, during the Employment Period; provided that the foregoing shall not prevent Executive from (collectivelyi) serving on the boards of directors of, “Harborview”). The Company understands or holding any other offices or positions in, non-profit organizations and, with the prior written approval of the Board, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, (iii) managing Executive’s obligations passive personal investments, or (iv) subject to Harborview and Executive believes that his provision written approval of services to Harborview the Board (which approval shall not interfere be unreasonably withheld), serving on the boards of directors of up to two entities that are not competitive with his performance of his obligations to the Company, so long as in each case such activities in the aggregate do not interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Executive further represents to the Company that Executive (x) is not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the this Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable disclosable or disqualifying events that would have any material an adverse impact on the Company reputation or its ability to conduct securities offeringsbusiness of the Company.

Appears in 1 contract

Samples: Second Amended Employment Agreement (Kintara Therapeutics, Inc.)

Executive’s Employment Representations. Executive agrees that he (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religious, and not for profit organizations) without the consent of the Board, which consent will not be unreasonably withheld, other than those board of directors or trustees on which Executive serves as of date of this Agreement; and (ii) will serve as an Executive of the Company; (iii) is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s duties; provided, however, the Company acknowledges and agrees that during the Employment Period, subject to any restrictive covenants set forth in Section 7, Executive will also be providing certain services to and on behalf of Harborview Advisors, LLC, Harborview Capital Management LLC and each of their respective affiliates (collectively, “Harborview”). The Company understands Executive’s obligations to Harborview and Executive believes that his provision of services to Harborview shall not interfere with his performance of his obligations to the Company. Executive further represents to the Company that Executive (x) is not not, to Executive’s knowledge, violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is is, to Executive’s knowledge, under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable disclosable or disqualifying events that would have any material impact on the Company or its ability to conduct securities offerings.. Notwithstanding for the foregoing, Executive may continue to advise Nantworks, Inc., for a period of three (3) months following the Effective Date, subject to the terms and conditions of the Company’s Confidential Information, Invention Assignment and Restrictive Covenant Agreement (the “Confidential Information Agreement”) attached hereto as Exhibit A.

Appears in 1 contract

Samples: Executive Employment Agreement (AYRO, Inc.)

Executive’s Employment Representations. Executive agrees that he she (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for Central Lathing, LLC and civic, religious, and not for profit organizations) without the prior written consent of the BoardBoard (which consent will not be unreasonably withheld); (ii) will serve as an Executive of the Company; and (iii) is required to devote sufficient working time shall not, directly or indirectly, have any interest in, or perform any services for, any business competing with or similar in nature to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of ExecutiveCompany’s duties) in order to properly carry out Executive’s duties; provided, however, the Company acknowledges and agrees that during the Employment Period, subject to any restrictive covenants business as set forth in Section 7. For the avoidance of doubt, Executive will also be providing certain services to and on behalf of Harborview Advisors, LLC, Harborview Capital Management LLC and each of their respective affiliates (collectively, “Harborview”). The Company understands Executive’s obligations to Harborview and Executive believes that his provision of services to Harborview shall relationship with Central Lathing, LLC does not interfere with his performance of his obligations to the Companyviolate this Section 4(b)(iii). Executive further represents to the Company that (i) Executive (x) is not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject by entering into this Agreement or providing services under the Agreement’s terms; (yii) Executive is under no contractual, legal, or fiduciary obligation or burden that Executive will allow to interfere with his Executive’s ability to perform services under the Agreement’s terms; and (ziii) Executive has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable disclosable or disqualifying events that would have any material impact the Company or its ability to conduct securities offerings. Notwithstanding anything to the contrary herein, nothing shall prevent or restrict Executive’s ownership of, serving as a board member or a trustee for, or providing services (in any capacity) to, any entity (or derivative thereof) for which Executive currently has an equity interest and provides such services, provided that such activities: (A) do not reasonably interfere with Executive’s provision of services to the Company and (B) (except for Central Lathing, LLC), such entities are not competing businesses with the Company as set forth in Section 7.

Appears in 1 contract

Samples: Executive Employment Agreement (Paltalk, Inc.)

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Executive’s Employment Representations. Executive agrees that he (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religious, and not for profit organizations) without the consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld, other than those board of directors or trustees on which Executive serves as of date of this Agreement; and (ii) will serve as an Executive of the Company; (iii) is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s duties; provided, however, the Company acknowledges and agrees that during the Employment Period, subject to any restrictive covenants set forth in Section 7, Executive will also be providing certain services to and on behalf of Harborview Advisors, LLC, Harborview Capital Management LLC and each of their respective affiliates (collectively, “Harborview”). The Company understands Executive’s obligations to Harborview and Executive believes that his provision of services to Harborview shall not interfere with his performance of his obligations to the Company. Executive further represents to the Company that Executive (x) is not not, to Executive’s knowledge, violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is is, to Executive’s knowledge, under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable disclosable or disqualifying events that would have any material impact on the Company or its ability to conduct securities offerings.. Executive further agrees that as a condition of employment, Executive shall execute herewith and comply with the terms and conditions of the Company’s Confidential Information, Invention Assignment and Restrictive Covenant Agreement (the “Confidential Information Agreement”) attached hereto as Exhibit A.

Appears in 1 contract

Samples: Executive Employment Agreement (AYRO, Inc.)

Executive’s Employment Representations. Executive agrees that he she (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for Xxxxxx Innovation Inc. and its subsidiaries and Central Lathing, LLC and civic, religious, and not for profit organizations) without the consent of the BoardBoard (which consent will not be unreasonably withheld); (ii) will serve as an Executive of the Company; and (iii) is required to devote sufficient working time shall not, directly or indirectly, have any interest in, or perform any services for, any business competing with or similar in nature to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of ExecutiveCompany’s duties) in order to properly carry out Executive’s duties; provided, however, the Company acknowledges and agrees that during the Employment Period, subject to any restrictive covenants business as set forth in Section 7. For the avoidance of doubt, Executive will also be providing certain services to and on behalf of Harborview Advisors, LLC, Harborview Capital Management LLC and each of their respective affiliates (collectively, “Harborview”). The Company understands Executive’s obligations to Harborview relationships with Xxxxxx Innovation Inc. and Executive believes that his provision of services to Harborview shall its subsidiaries and Central Lathing, LLC do not interfere with his performance of his obligations to the Companyviolate this Section 4(B)(iii). Executive further represents to the Company that (i) Executive (x) is not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject by entering into this Agreement or providing services under the Agreement’s terms; (yii) Executive is under no contractual, legal, or fiduciary obligation or burden that Executive will allow to interfere with his Executive’s ability to perform services under the Agreement’s terms; and (ziii) Executive has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable disclosable or disqualifying events that would have any material impact the Company or its ability to conduct securities offerings. Notwithstanding anything to the contrary herein, nothing shall prevent or restrict Executive’s ownership of, serving as a board member or a trustee for, or providing services (in any capacity) to, any entity (or derivative thereof) for which Executive currently has an equity interest and provides such services, provided that such activities: (A) do not reasonably interfere with Executive’s material services to the Company and (B) (except for Xxxxxx Innovation Inc. and its subsidiaries and Central Lathing, LLC), such entities are not competing businesses with the Company as set forth in Section 7.

Appears in 1 contract

Samples: Executive Employment Agreement (PeerStream, Inc.)

Executive’s Employment Representations. Executive agrees that, taking into account Executive’s other business activities as described herein, he shall devote reasonably sufficient working time to the Company’s affairs in order to properly carry out Executive’s duties. Executive has disclosed, and the Company understands and acknowledges, that he Executive is a member of the Advisory Board of Flextronics International, Ltd., is currently in discussions with two other companies to serve on their boards of directors and/or as a consultant, and that Executive may pursue other similar activities in the future, all of which may collectively require material portions of Executive’s business time and attention, but none of which are competitive with the Business (ias defined herein) shall not of the Company. In addition to the business activities described in the preceding sentence, during the Employment Period, Executive may serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization for-profit business venture (except for “Outside Business Relationship”), and may provide services to civic, religious, and not for profit organizations) , without the consent of the Board; (ii) will serve as an Executive of the Company; (iii) is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s duties; provided, however, that: (i) Executive first provides written notice to the Company acknowledges and agrees that during the Employment Period, subject to any restrictive covenants set forth in Section 7, Executive will also be providing certain services to and on behalf Board of Harborview Advisors, LLC, Harborview Capital Management LLC and each of their respective affiliates (collectively, “Harborview”). The Company understands Executive’s obligations intention to Harborview engage in an Outside Business Relationship; and Executive believes that his provision (ii) such Outside Business Relationship is not competitive with the Business (as defined herein) of services to Harborview shall not interfere with his performance of his obligations to the Company. Executive further represents to the Company that Executive (x) is not not, to Executive’s knowledge, violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the Effective Date by entering into this Agreement or providing services under the Agreement’s terms; (y) is is, to Executive’s knowledge, under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable or disqualifying events that would have any material impact on the Company or its ability to conduct securities offerings.

Appears in 1 contract

Samples: Executive Employment Agreement (Alliqua, Inc.)

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