Limitation on. SECTION 7(a) - The provisions of Section 7 shall not apply to any Development meeting the following conditions: (i) such Development was developed entirely on the Employee's own time without the use of any Company equipment, supplies, facility or trade secret information; and (ii) such Development does not relate directly or significantly to the business of the Company to the Company's actual or demonstrably anticipated research or development; or result from any work performed by the Employee for the Company.
Limitation on ineffectiveness under subsections 1 and 3. To the extent that a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health care insurance receivable or general intangible or a rule of law, statute, or regulation described in subsection 3 would be effective under law other than this Article but is ineffective under subsection 1 or 3, the creation, attachment, or perfection of a security interest in the promissory note, health care insurance receivable, or general intangible:
a. is not enforceable against the person obligated on the promissory note or the account debtor;
b. does not impose a duty or obligation on the person obligated on the promissory note or the account debtor;
c. does not require the person obligated on the promissory note or the account debtor to recognize the security interest, pay or render performance to the secured party, or accept payment or performance from the secured party;
d. does not entitle the secured party to use or assign the debtor’s rights under the promissory note, health care insurance receivable, or general intangible, including any related information or materials furnished to the debtor in the transaction giving rise to the promissory note, health care insurance receivable, or general intangible;
e. does not entitle the secured party to use, assign, possess, or have access to any trade secrets or confidential information of the person obligated on the promissory note or the account debtor; and
f. does not entitle the secured party to enforce the security interest in the promissory note, health care insurance receivable, or general intangible.
Limitation on. [***] for [***]. In no event will the [***] under [***] and [***] in any given period [***] for such Product.
Limitation on. ACCELERATION For so long as any Loan Obligations are outstanding, the Permitted Subordinated Debt may not be declared to be due and payable before its stated maturity unless all Loan Obligations have become due and payable (whether automatically or by acceleration) before its stated maturity and such acceleration has not been rescinded.
Limitation on. Each SIG Party agrees that during the Term (excluding any Phase-Out Period) applicable with respect to such SIG Party, such SIG Party will not [*****].
Limitation on. Transactions with Shareholders and ------------------------------------------------ Affiliates. ---------- The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless:
(i) such transaction or series of transactions is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate,
(ii) if such transaction or series of transactions involves aggregate consideration in excess of $5.0 million, then such transaction or series of transactions is approved by a majority of the Board of Directors of the Company, including the approval of a majority of the independent, disinterested directors, and is evidenced by a resolution of the Board of Directors of the Company, and
(iii) if such transaction or series of transactions involves aggregate consideration in excess of $25.0 million, then the Company or such Restricted Subsidiary will deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction from a financial point of view from a nationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by a nationally recognized appraisal firm or accounting firm). Any such transaction or series of transactions shall be conclusively deemed to be on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in an arm's-length transaction if such transaction or transactions are approved by a majority of the Board of Directors of the Company, including a majority of the independent disinterested directors, and are evidenced by a resolution of the Board of Directors of the Company. The foregoing limitation does not limit, and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) any ...
Limitation on. Acquisitions During the Standstill Period (other than as to the Consideration Shares), the Shareholder shall not, and shall cause its Affiliates not to, acquire, agree to acquire or make any proposal to acquire, any Company Equity Securities, without the prior written consent of the Company.
Limitation on. Acquisitions The Borrower will not, and will not permit any Subsidiary to, acquire any stock or assets of any Qualified Company (other than (i) upon the receipt of an audited balance sheet and statement of operations of the Allega Companies for the fiscal year ending December 31, 1998, the Allega Companies and, (ii) upon receipt of a Joinder Agreement and the documents and other items required by the Joinder Agreement from the applicable Xxxxx Companies, the Xxxxx Companies) without the prior written consent of the Required Lenders if (a) the cash consideration (defined as total net cash to be paid plus Indebtedness to be assumed) for any such proposed acquisition exceeds 7.50% of the consolidated net worth of the Borrower and its Subsidiaries (pre-acquisition) as reflected in the most recent consolidated balance sheet delivered pursuant to Section 5.01 hereof or (b) the total consideration (defined as total net cash to be paid plus Indebtedness to be assumed plus the value of any stock of the Borrower or any Subsidiary given as consideration, (as reflected on the Borrower's consolidated balance sheet,) plus related Acquisition costs) exceeds 15.0% of the consolidated net worth of the Borrower and its Subsidiaries (pre-acquisition) as reflected on the most recent consolidated balance sheet delivered pursuant to Section 5.01 hereof; and provided the Borrower is in compliance with all of the following:
(i) no Default or Event of Default is in existence at the time of the consummation of such proposed Acquisition or would exist after giving effect thereto, all representations and warrants contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties were made on and as of the date of such proposed Acquisition (both before and after giving effect thereto) except to the extent limited to a specific prior date or incorrect as a result of transactions permitted under the Loan Documents, and no other agreement, contract or instrument to which the Borrower is a party restricts such proposed Acquisition;
(ii) the Borrower shall have given the Administrative Agent and the Lenders at least ten (10) Business Days prior written notice of any such proposed Acquisition (each of such notices, a "Permitted Acquisition Notice"), which notice must be timely provided and must be accompanied by all of the information required in this Section 6.11 and shall (A) contain the es...
Limitation on. Amendment No amendment shall be made at any time under which any part of the Trust may be diverted to purposes other than for the exclusive benefit of Participants and their Beneficiaries or which shall decrease the percentage or amount of the vested interest of any Participant.
Limitation on. An employee who has been promoted or transferred to a new position by exercising their rights under Article must serve at least three months in that before they are eligible for consideration for any other promotion or transfer. The Employer will give written notification to an employee at least five working days in advance of a permanent which would involve a transfer to another building, a change of shift, or a change in hours of work from those presently worked by the said employee.
