Post-Closing Protective Covenant Sample Clauses

Post-Closing Protective Covenant. 21.1 The Seller shall not, and the Seller shall procure that none of its Affiliates shall (whether alone, jointly with another, directly or indirectly), for two years after Closing, offer to employ or seek to entice away from any Target Group Company any person who the Seller knew was employed by any Target Group Company at any time during the 12 months ending on the Closing Date, provided that this clause 21 shall not prevent either the Seller and/or any of its Affiliates from: (a) advertising any position of employment; or (b) recruiting any person in response to such advertisement or where the employee has initiated any contact with either the Seller and/or any of its Affiliates with a view to being employed by them. 21.2 The Purchaser shall not, and shall procure that none of its Affiliates shall (whether alone, jointly with another, directly or indirectly), for two years after Closing, offer to employ or seek to entice away from the Seller’s Group any person who was employed by any member of the Seller’s Group at any time during the 12 months ending on the Closing Date provided that this clause 21 shall not shall prevent the Purchaser and/or any of its Affiliates from: (a) advertising any position of employment; or (b) recruiting any person in response to such advertisement or where the employee has initiated any contact with the Purchaser and/or any of its Affiliates with a view to being employed by them. 21.3 Subject to clause 21.4, the Seller will not, and undertakes to procure that neither the Seller’s Guarantor nor any of its subsidiaries shall, for a period of eighteen months after the date of the Closing, carry on any English Test Business in the PRC. 21.4 Nothing in clause 21.3 shall prevent, after Closing, the Seller, the Seller’s Guarantor or any subsidiaries of the Seller’s Guarantor from: (a) carrying on or being engaged in any Permitted Business; (b) acquiring and subsequently carrying on or being engaged in any one or more companies and/or businesses (taken together, the Acquired Business) where at the time of the acquisition the activities of the Acquired Business include any English Test Business in the PRC (the Acquired Competing Business), if the turnover attributed to the Acquired Competing Business in its last financial year before the acquisition is less than USD 10,000,000; (c) owning securities, shares or similar interests in any listed entity that do not exceed 5 per cent. in nominal value of the securities, shares or similar i...
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Post-Closing Protective Covenant. 19.1 The Seller undertakes to the Purchaser, the Purchaser acting for itself and as agent and trustee for each Target Company, that it shall not, and shall procure that no member of the Seller Group (nor, in relation to Clause 19.1(d), no Target Company) shall, do any of the following things: (a) carry on or be engaged in any Competing Business in the Protected Territory for a period of three years after the Closing Date; (b) for a period starting on the date of this Agreement until the third anniversary of the Closing Date, knowingly do or say anything outside the ordinary course of business which it is aware (or could reasonably be expected to be aware) is harmful to a Target Company’s goodwill (as subsisting at the date of this Agreement) or which might reasonably be expected to lead a person who has dealt with a Target Company at any time during the twelve months prior to the date of this Agreement to cease to deal with a Target Company on substantially equivalent terms to those previously offered or at all; (c) for a period starting on the date of this Agreement until the third anniversary of the Closing Date, directly or indirectly solicit or contact with a view to his engagement or employment by another person, a director or officer of a Target Company or any Senior Employee or a person who was a director or officer of a Target Company or was a Senior Employee at any time during the twelve months prior to the date of this Agreement (excluding, in each case, a director specified by the Purchaser and who resigns from office at or before Closing as contemplated by paragraph 2 of Schedule 2 and paragraph 1(f) of Part A of Schedule 3); and (d) pending Closing, directly or indirectly: (i) enter into or be involved in any discussion or negotiation with any person except the Purchaser in connection with the sale of any Target Company or the business or any material part of the business of or (except in the usual course of business) any material part of the assets of any Target Company or any similar transaction that would preclude the transactions contemplated in this Agreement from being consummated in the manner envisaged herein; or (ii) enter into an agreement or arrangement with any person except the Purchaser or any person designated by the Purchaser in connection with the sale of any Target Company or the business or any material part of the business of or (except in the usual course of business) any material part of the assets of any Target Company o...
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Post-Closing Protective Covenant. 1. Except as permitted pursuant to clause 20.7 and clause 20.8, the Seller shall ensure that neither it nor any of its Affiliates shall (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged or concerned or interested economically or otherwise in any manner in any Competing Business in the Netherlands for a period of 3 years after the Closing Date. For this purpose Competing Business means a business which competes with any business carried on during the 12 months preceding the Closing Date by the Business. 2. Neither the Seller nor any of its Affiliates shall (whether alone, jointly with another, directly or indirectly), for 2 years after Closing, offer to employ or seek to entice away from the Business, the Purchaser or any member of the Purchaser Group, or conclude any contract for services with, any person who was employed by the Business at any time during the 12 months ending on the date of this Agreement. 3. Each of the undertakings in clauses 21.1 and 21.2 is given to the Purchaser and to each of its Affiliates. The Seller acknowledges that each is an entirely independent restriction and is no greater than is reasonably necessary to protect the interests of the Purchaser and its Affiliates. If any such restriction shall be held void or unenforceable but would be valid if deleted in part or reduced in its application, then that restriction shall apply with such modifications as may be necessary to make it valid and effective.
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Post-Closing Protective Covenant. 16.1 The Seller undertakes that it shall not and shall procure that each member of the Seller Group shall not, either on its own account or in conjunction with or on behalf of any other person, directly or indirectly: (a) carry on or be engaged, concerned or interested, whether as a shareholder or partner or otherwise, in any Competing Business in the Protected Territory for a period of [*] after the Closing Date; or (b) for a period of [*] after the Closing Date, solicit or entice away or attempt to solicit or entice away from any member of the Purchaser Group, offer employment to or employ, or offer to conclude any contract of services with, any of the Key Managers (other than such individuals as may be agreed in writing between the Parties), or otherwise with multiple employees that could cause a disruption in the operations or business of any member of the Target Group; provided always that the Seller and each other member of the Seller Group shall not be in breach of this term in respect of any contact or employment made in the normal course of operations thereof as a result of a public recruitment advertisement or notice not designed to specifically target the employees of any member of the Purchaser Group. 16.2 For the purpose of this Clause 16: (a) Competing Business means a [*] (b) Permitted Business means: (i) [*] * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) [*] (iii) [*]
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Related to Post-Closing Protective Covenant

  • Protective Covenants In consideration of the Award granted under this Agreement, the Grantee covenants and agrees as follows (the “Protective Covenants”): (a) During the Grantee’s Service with the Company, and for a two-year period following the termination of the Grantee’s Service with the Company, the Grantee agrees not to (i) compete or attempt to compete for, or act as a broker or otherwise participate in, any projects in which the Company has at any time done any work or undertaken any development efforts, or (ii) directly or indirectly solicit any of the Company’s customers, vendors, contractors, agents, or any other parties with which the Company has an existing or prospective business relationship, for the benefit of the Grantee or for the benefit of any third party, nor shall the Grantee accept consideration or negotiate or enter into agreements with such parties for the benefit of the Grantee or any third party. (b) During the Grantee’s Service with the Company and for a two-year period following the termination of the Grantee’s Service with the Company, the Grantee shall not, directly or indirectly, on behalf of the Grantee or for any other business, person or entity, entice, induce or solicit or attempt to entice, induce or solicit any employee of the Company or its Subsidiaries or other Affiliates to leave the Company’s employ (or the employ of any such Subsidiary or other Affiliate) or to hire or to cause any employee of the Company to become employed for any reason whatsoever. (c) The Grantee shall not, at any time or in any way, disparage the Company or its current or former officers, directors, and employees, orally or in writing, or make any statements that may be derogatory or detrimental to the Company’s good name or business reputation. (d) The Grantee acknowledges that the Company would not have an adequate remedy at law for monetary damages if the Grantee breaches these Protective Covenants. Therefore, in addition to all remedies to which the Company may be entitled for a breach or threatened breach of these Protective Covenants, including but not limited to monetary damages, the Company will be entitled to specific enforcement of these Protective Covenants and to injunctive or other equitable relief as a remedy for a breach or threatened breach. In addition, upon any breach of these Protective Covenants or any separate confidentiality agreement or confidentiality provision between the Company and the Grantee, all of the Grantee’s rights to receive Performance Shares not theretofore delivered under this Agreement shall be forfeited. (e) For purposes of this section 9, the term “Company” shall include all Subsidiaries and other Affiliates of the Company (such Subsidiaries and other Affiliates being hereinafter referred to as the “NextEra Entities”). The Company and the Grantee agree that each of the NextEra Entities is an intended third-party beneficiary of this section 9, and further agree that each of the NextEra Entities is entitled to enforce the provisions of this section 9 in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Agreement, the terms of these Protective Covenants shall survive the termination of this Agreement and shall remain in effect.

  • Executive Covenants This is an Exhibit A to, and forms a part of, an agreement with the Company relating to employment and post-employment competition (the "Presidents' Council Agreement"). This Exhibit shall not diminish in any way Executive's rights under the terms of such Presidents' Council Agreement, except that Executive's receipt of benefits under this Exhibit is contingent upon Executive's compliance in all material respects with all of the terms and conditions of the Presidents' Council Agreement.

  • Positive Covenants The Borrower covenants and agrees that, as long as the Obligations or any part thereof are outstanding or any Bank has any Commitment hereunder, the Borrower will perform and observe the following positive covenants:

  • AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

  • AFFIRMATIVE COVENANTS OF THE BORROWERS Until such time as all amounts of principal and interest due to the Bank by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such Borrower, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) To deliver to the Bank as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the Bank, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

  • AFFIRMATIVE AND NEGATIVE COVENANTS The Borrower covenants and agrees that, so long as any Bank has any Commitment hereunder or any Obligations remain unpaid:

  • Restrictive Covenant (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Certain Negative Covenants So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

  • Affirmative Covenants of the Borrower So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing:

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