Limitation of Activities. Anything else in this Agreement to the contrary notwithstanding:
(a) The Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of the Company as a real estate investment trust as defined in the Code, subject the Company to regulation under the Investment Company Act of 1940, violate any law, rule or regulation or would otherwise not be permitted by the Articles of Incorporation or Bylaws of the Company, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. Notwithstanding the foregoing, the Advisor and its stockholders, directors, officers and employees shall not be liable to the Company, or to the Company’s Board of Directors or Shareholders for any act or omission by the Advisor, or its stockholders, directors, officers or employees except as provided in Section 16 of this Agreement.
(b) In performing its duties and obligations under this Agreement, the Advisor shall abide by and comply with the provisions and policies set forth in the Articles of Incorporation and Bylaws.
Limitation of Activities. Danziger agrees that, during the term of this Agreement and for a xxxxxx xf two (2) years after the Termination Date, except in accordance with her duties under this Agreement on behalf of the Company, the foregoing restrictions shall be understood to prohibit Danziger from participating in the following non-exclusive list of acxxxxxxxx.
(a) Participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have any interest, directly or indirectly, in any enterprise which is engaged in a business competitive to any products or services of the Company or any of its subsidiaries, affiliates or joint ventures existing or proposed, or at the locations at which any of such entities is providing services or proposes to provide services at any time during the term of this Agreement, or which are competitive to any products and services offered or being actively developed by the Company to Danziger's knowledge, with the bona fide intent to market same.
(b) In addition, Danziger agrees that she shall observe the covenants set xxxxx xn this Section G and shall not own, either directly or indirectly or through or in conjunction with one or more members of her family or her spouse's family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, any partnership, corporation, or other entity which has products and services that are competitive to any products and services being developed or otherwise offered by the Company during the term of this Agreement or being actively developed by the Company during the term of this Agreement with a bona fide intent to market same. Danziger further agrees, for such two-year period followixx xxx Effective Date, to refrain from directly or indirectly soliciting the Company's vendors, customers or employees, except that the Danziger may solicit the Company's vendors or customers ix xxxxxxtion with a business that does not compete with the Company.
(c) Danziger agrees not to provide services as an employee or ax x xxxsultant to any entity that is competitive, directly or indirectly, with the Company or its products and services.
Limitation of Activities. Unless agreed in writing by the Buyer and required for the completion of proposed transactions hereunder or under other transaction documents or otherwise provided herein, each Warrantor warrants to the Buyer individually and jointly that:
(a) The Seller and each Warrantor will not exercise its shareholder’s rights of the Target Company prior to the Closing or perform any act which may affect the assessment or value of stock rights of the target group or Target Business and relevant business as well as target assets, including the conclusion of any agreement or promise which may result in encumbrances on any share or Target Business and relevant business of the Target Company and target assets held by the Seller;
(b) Prior to the Closing, the Target Company will not:
(i) Amend its organizational documents;
(ii) Change the management structure of the Company;
(iii) Change its capital or declare, withdraw or pay any dividend or make other assignment in connection with its securities (whether in cash, share, property or its portfolios), or redeem, repurchase or acquire any security in any other manner, or propose an offer to redeem, repurchase or acquire any security in any other manner;
(1) Issue, pay or sell, or authorize the issuance, payment or sale of any security, or (2) Modify any term of any security (whether by merger, acquisition or otherwise);
Limitation of Activities. Without limiting the foregoing Article 4.2.1, unless agreed in writing by the Buyer and required for the completion of proposed transactions hereunder or under other transaction documents or otherwise provided herein, each Warrantor warrants to the Buyer individually and jointly that the Seller and each Warrantors will not perform any act in any manner which may affect the Target Business and relevant business as well as target assets prior to the payment of the remaining consideration, including the conclusion of any agreement or promise which may result in encumbrances on any Target Business, relevant business and target assets, and any act of disposition of target assets (except as required during normal business process).
Limitation of Activities. Anything else in this Agreement to the contrary notwithstanding:
(a) Management shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of E12 as a limited partnership, subject E12 to regulation under the Investment Company Act of 1940, violate any law, rule or regulation or would otherwise not be permitted by the Partnership Agreement, except if such action shall be ordered by the Board of Directors, in which case Management shall notify promptly the Board of Directors of Management’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. Notwithstanding the foregoing, Management and its member, managers, directors, officers, agents, representatives, contractors, and employees shall not be liable to E12, or to E12’s Board of Directors, partners, or Shareholders for any act or omission by Management, its Affiliates, or its or their respective stockholders, directors, officers, agents, representatives, contractors, or employees except as provided in Sections 10 and 11 of this Agreement.
Limitation of Activities. (i) Employee agrees that during his Employment with Employer and for a period of two years after the later of either (x) the termination of Employee's employment with Employer, or (y) February 16, 2002, Employee shall not solicit, directly or indirectly, any vendors or customers of Employer for any Competitor, as that term is defined below. In addition, Employee agrees that he will not, for that same period of time, recruit, hire or induce, directly or indirectly, any employee or business partner of Employer to provide services to any other person or entity other than Employer, unless the departure of that employee or business partner from Employer would not reasonably be expected by Employer to have a material impact on the operations of the employee's or business partner's office, or otherwise have a detrimental effect on Employer as a whole.
(ii) Employee agrees that during his Employment with Employer and for a period of six months after the termination of Employee's employment with Employer, Employee shall not engage in, plan for, organize, work for, or assist, directly or indirectly, any Competitor in a manner that would be competitive to Employer, nor use Employee's knowledge of Employer or its business in any manner that competes with Employer. During this six month period, Employer will pay to Employee the sum of $20,833.00 per month, to be paid in accordance with the payroll practices of Employer at that time, except that Employer is not obligated to pay Employee under this paragraph during any time that Employee is receiving payments under paragraph 14(b) hereof. The foregoing restrictions shall be understood to prohibit Employee from participating in the following non-exclusive list of activities:
(a) Providing services as an employee, director, consultant, agent, or representative to a Competitor;
(b) Owning, either directly or indirectly or through or in conjunction with one or more members of his family or his spouse's family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise controlling, either directly or indirectly, any partnership, corporation, or other entity which has products and services that are competitive to any products and services being developed or otherwise offered by Employer or being actively developed by Employer with a bona fide intent to market same.
(iii) In the event Employee breaches this provision of the Agreement, he agrees to repay Employer within 10 da...
Limitation of Activities. 12 4.8 Limitation on Dividends, etc................................................... 12 4.9
Limitation of Activities. The Company and its Subsidiaries shall not engage in any business or investment activities other than those (i) constituting part of the Company's Existing Line of Business or (ii) unanimously approved by the Company's Board of Directors.
Limitation of Activities. Neither the LPAC nor any of its members may undertake any of the activities that Limited Partners are proscribed from undertaking under Section 3.2. Notwithstanding any provision of this Agreement, the activities of the LPAC and each of its members (acting in such capacity) are limited to those permitted under the Civil Code for Persons who are deemed not to participate in the control of the affairs of the Fund. Neither the LPAC nor any of its members (acting in such capacity) has the power to bind the Fund or any authority to act for the Fund or on its behalf.
Limitation of Activities
