Non-investment Sample Clauses

Non-investment. The Executive hereby covenants and agrees that, during the Employment Term, the Executive shall not invest in, or receive any payment in any form, whether paid currently or deferred, from any customer or any person or entity in discussions to become a customer of the Company Group, vendor to the Company Group, lender and those companies that are set forth on a written list presented to the Executive by the Compensation Committee simultaneously with the execution hereof and agreed thereto by the Executive as evidenced by execution of this Agreement (each entity so listed, a “Prohibited Investment Entity”). Notwithstanding the foregoing, the Compensation Committee may amend such list in good faith based on the same criteria as the initial list (except to the extent the Company Group’s business has changed or expanded) at any time by written notice to the Executive; provided, that, if any such modification shall be made which would cause the Executive to be in a then current violation, the Executive shall be afforded a reasonable period to divest himself of such investment, and nothing herein shall preclude the Executive from holding less than one percent (1%) of the outstanding shares of any publicly traded Prohibited Investment Entity or from indirectly holding an interest in any such Prohibited Investment Entity as a result of any investment in a publicly traded or available mutual or index fund or a hedge fund or private equity fund.
Sample 1
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Non-investment. In further consideration of the payment of the Consideration by the Company to Executive pursuant to this Agreement, Executive hereby covenants and agrees that, during the Employment Period, Executive shall not invest in, or receive any payment in any form, whether paid currently or deferred, from any customer or potential customer of the Company, vendor to the Company, lender and those companies identified in Exhibit A (collectively, "Prohibited Investment Entities"); provided, however, nothing herein shall preclude Executive from holding less than one percent (1%) of the outstanding shares of any publicly traded Prohibited Investment Entity or from indirectly holding an interest in any such Prohibited Investment Entity as a result of any investment in a publicly traded or available mutual or index fund.
Sample 1
Non-investment. The Executive hereby covenants and agrees that, during the Term, the Executive shall not invest in, or receive any payment in any form, whether paid currently or deferred, from any customer or any person or entity in discussions to become a customer of the Company Group, vendor to the Company Group, lender and those companies that are set forth on a written list presented to the Executive by the Compensation Committee simultaneously with the execution hereof and agreed thereto by the Executive as evidenced by execution of this Agreement (each entity so listed, a “Prohibited Investment Entity”). Notwithstanding the foregoing, the Compensation Committee may amend such list in good faith based on the same criteria as the initial list (except to the extent the Company Group’s business has changed or expanded) at any time by written notice to the Executive, and nothing herein shall preclude the Executive from holding less than one percent (1%) of the outstanding shares of any publicly traded Prohibited Investment Entity or from indirectly holding an interest in any such Prohibited Investment Entity as a result of any investment in a publicly traded or available mutual or index fund.
Sample 1
Non-investment. Company Advisory Agreement Consents -------------------------------------------------- As soon as reasonably practicable after February 13, 1997, Opgroup shall, or shall cause an Opgroup Subsidiary to, inform such entity's investment advisory clients (other than the Opgroup Public Investment Company Clients) of the transactions contemplated by this Agreement. Opgroup shall cause the Opgroup Subsidiaries, in compliance with the Advisers Act, to request written consent of each such client to the assignment to PIMCO Advisors or its Affiliate of its Advisory Agreement and use commercially reasonable efforts to obtain such consent, or in the case of agreements which prohibit assignment or state by their terms that they terminate upon assignment, use commercially reasonable efforts to enter into new agreements with PIMCO Advisors or its Affiliate effective upon Closing. PIMCO Advisors and TAG each agrees that, except in the case of such Advisory Agreements which prohibit assignment or state by their terms that they terminate upon assignment or which, by their terms, require written consent of the client, Opgroup and the Opgroup Subsidiaries may obtain consent by requesting written consent and informing such client: (i) of Opgroup's intention to assign such Advisory Agreement to PIMCO Advisors; (ii) of PIMCO Advisors' intention to continue the advisory services, pursuant to the existing Advisory Agreement with such client after the Closing if such client does not terminate such agreement prior to the Closing; and (iii) that the consent of such client will be implied if such client continues to accept such advisory services for at least 30 days after receipt of such notice without termination.
Sample 1

Related to Non-investment

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Investments in Real Estate Make any investment or commitment to invest in real estate or in any real estate development project (other than by way of foreclosure or acquisitions in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted in good faith, in each case in the ordinary course of business consistent with past practice).

  • Restricted Investment Make or have, or permit any Subsidiary of Borrower to make or have, any Restricted Investment.

  • Legal Investment On the Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject.

  • PIPE Investment (a) Unless otherwise approved in writing by the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Merger. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (A) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Party; (C) of the receipt of any material notice or other communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respects; and (D) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.

  • Equity Investment “Equity Investment” shall mean pursuant to IRC § 45D(b)(6) and 26

  • Distributions; Investments Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so. Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock.

  • Minimum Investment Prior to the Rent Commencement Date, Tenant, at Tenant’s sole cost and expense, shall refurbish, redecorate and modernize the interiors and exteriors of the Premises, and otherwise complete the initial improvements necessary and appropriate to commence operations in the Premises (the “Initial Improvements”), at a minimum cost of the Minimum Investment Amount or less than said amount provided Tenant complies with the Concessions Design Guidelines and receives Design Review Committee approval. As-Built drawings of fire sprinkler and fire alarm systems must be submitted to Building Inspection and Code Enforcement (“XXXX”) in AUTOCAD “.DWG” format within 30 days of issuance of a Temporary Certificate of Occupancy (TCO). Within ninety (90) days after substantial completion of the Initial Improvements, Tenant must provide to City an AUTOCAD file and an electronic PDF file in accordance with the requirements as specified in the Tenant Improvement Guide and an affidavit, signed under penalty of perjury by both Tenant and Tenant’s general contractor, architect or construction manager, stating the hard construction costs paid by Tenant to complete the Initial Improvements, together with copies of paid invoices and lien waivers substantiating the costs stated in the affidavit. Such “hard construction costs,” which must equal or exceed the Minimum Investment Amount, may include architectural and engineering fees, provided the credit for such costs against the Minimum Investment Amount shall not exceed fifteen percent (15%) of the Minimum Investment Amount. The minimum investment may not include financial costs, interest, inventory, pre-opening expenses, inter-company charges related to construction, business interruption, overhead, or debt service on any construction loan, or any charges paid by Tenant to an affiliate. If Director disputes the amount of investment claimed by Tenant, Director may, at City’s expense, hire an independent appraiser to determine the cost of the investment. If the independent appraiser determines that the investment is less than the Minimum Investment Amount, the deficiency, as well as City’s costs of hiring such independent appraiser, will be paid to City by Tenant within sixty (60) days of City’s written notice of the appraiser’s determination. At any time, upon three (3) business days’ notice, City or its representatives may audit all of Tenant’s books, records and source documents related to the hard construction costs paid by Tenant to complete the Initial Improvements. If the audit reveals that the hard construction costs paid by Tenant were less than those stated in Tenant’s affidavit, then Tenant must pay City for the costs incurred by City in connection with the audit plus any additional deficiency discovered between the hard construction costs paid by Tenant and the Minimum Investment Amount. City, at City’s sole discretion, may require that Tenant comply with the terms of a Tenant Work Letter setting forth additional terms relating to Tenant’s construction of the Initial Improvements, and Tenant hereby agrees to comply with any such Tenant Work Letter.

  • Investments Make any Investments, except:

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