Post-Retirement Restriction Sample Clauses

Post-Retirement Restriction. (a) Bayer and its Affiliates will not, nor will it permit any of its Affiliates to, directly or indirectly, for a period of [***] after the Closing Date, contact, solicit or approach for the purpose of offering employment to, or hire (whether as an employee, consultant, agent, independent contractor or otherwise), the individuals set forth on Schedule II hereto; provided, however, that the foregoing clause will not prohibit Bayer or its Affiliates from making a general solicitation not targeting any such employee or consultant. (b) Bayer, for itself and on behalf of its Affiliates, agrees that the scope of the restrictive provisions set forth in this Section 5.5 are reasonable with respect to subject matter, time and scope and that the provisions contained in this Section 5.5 are a material inducement to CRISPR’s and Casebia’s entering into this Agreement and but for the provisions contained in this Section 5.5, CRISPR and Casebia would not have entered into this Agreement. In the event that any court determines that the subject matter, duration or geographic scope, or all of the foregoing, is unreasonable and that such provision is to that extent unenforceable, CRISPR and Bayer, for itself and on behalf of each of its Affiliates, agree that the provision will remain in full force and effect for the greatest time period and for the broadest subject matter and in the greatest area, as the case may be, that would not render it unenforceable. It is specifically understood and agreed that any breach of the provisions of this Section 5.5 by Bayer or any of its Affiliates will result in irreparable injury to CRISPR, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, CRISPR will be entitled to enforce the specific performance of this Section 5.5 by Bayer and its Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting a bond, but without limitation of CRISPR’s right to damages and any and all other remedies available to CRISPR, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies. Should Bayer or any of its Affiliates breach Section 5.5(a), the term of the restrictions set forth in Section 5.5(a) will be tolled by the duration of such breach. Bayer acknowledges and agrees that it has received, or is receiving, substantial consideration in connection with the Tran...
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Related to Post-Retirement Restriction

  • Post-Employment Restrictions You remain legally bound by, and must comply with the terms, conditions and restrictions of, the non-competition, non-solicitation and confidentiality and other post-employment provisions set forth in Sections 7, 8, 9, 10 and 11 of the Employment Agreement, which survive the cessation of your employment and are hereby incorporated by reference.

  • Employment Restrictions The Subrecipient shall include the following clauses in every Subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each subcontractor or vendor.

  • Termination of Restrictions Except as set forth in Section 9.3 hereof, the restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities: (a) which shall have been effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for the holder thereof and counsel for the Company, such restrictions are no longer required in order to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 9.1 hereof.

  • Period of Restriction (a) Subject to earlier vesting or forfeiture as hereinafter provided, the period of restriction (the “Period of Restriction”) applicable to the Award Shares or each applicable portion thereof is from the Award Date through the date specified below, provided in each case the Participant’s Company Service (as defined in Paragraph 7) continues through such respective date: <<INSERT VESTING SCHEDULE>> (b) Subject to earlier vesting or forfeiture as provided in the Agreement, if the Participant has attained age sixty-five (65) prior to the end of any Period of Restriction applicable to the Award Shares or each applicable portion thereof, then upon the later to occur of (i) the date on which the Participant has attained age sixty-five (65) or (ii) the first (1st) anniversary of the Award Date, provided in each case that the Participant’s Company Service (as defined in Paragraph 7) has continued since the Award Date through such respective date, any remaining Period of Restriction shall end and any remaining restrictions applicable to any of the Award Shares shall automatically terminate and the Award Shares shall become free of restrictions and freely transferable. (c) If a Change in Control occurs after the Award Date and during the continuation of the Participant’s Company Service (as defined in Paragraph 7), any remaining Period of Restriction shall end and any remaining restrictions applicable to any of the Award Shares shall automatically terminate and the Award Shares shall become free of restrictions and freely transferable. (d) The applicable portion of the Award Shares shall become freely transferable by the Participant after the last day of its Period of Restriction.

  • Investment Restrictions As described in Fund’s current prospectus and SAI provided by Manager and as agreed to by Sub-Adviser.

  • Post-Termination Restrictions For the purposes of Clause 1.2 below, the following words shall have the following meanings:

  • Lapse of Restrictions If, for any reason, Shares are issued to the Employee within six months of the Grant Date, the Employee agrees that he or she will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.

  • Extension of Restriction Period The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

  • Lapse of Forfeiture Restrictions The Forfeiture Restrictions -------------------------------- shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the lapse date: Percentage of Total Number of Restricted Shares as to Which Forfeiture Lapse Date Restrictions Lapse ---------- -------------------------- First Anniversary of the date of this Agreement 10% Second Anniversary of the date of this Agreement 10% Third Anniversary of the date of this Agreement 10% Fourth Anniversary of the date of this Agreement 10% Fifth Anniversary of the date of this Agreement 10% Sixth Anniversary of the date of this Agreement 10% Seventh Anniversary of the date of this Agreement 10% Eighth Anniversary of the date of this Agreement 10% Ninth Anniversary of the date of this Agreement 10% Tenth Anniversary of the date of this Agreement 10% Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Corporate Change (as such term is defined in the Plan), (ii) the date Employee's employment with the Company is terminated by reason of death, disability (as determined by the Company or employing subsidiary) or normal retirement on or after age sixty-five or (iii) the date on which Employee shall become entitled to the severance benefits set forth in Section 3.3 of that certain Executive Employment Agreement of even date herewith by and among Employee, NUMAR Corporation and the Company. In the event Employee's employment is terminated for any other reason, including retirement prior to age sixty-five with the approval of the Company or employing subsidiary, the Committee which administers the Plan (the "Committee") or its delegate, as appropriate, may, in the Committee's or such delegate's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later.

  • Release of Restrictions Upon vesting of any portion of the shares of Restricted Stock and satisfaction of any other conditions required by the Plan or pursuant to this Restricted Stock Agreement, the Company shall promptly either issue a stock certificate, without such restricted legend, for any shares of the Restricted Stock that have vested, or, if the shares are held in book entry form, the Company shall remove the notations on the book form for any shares of the Restricted Stock that have vested.

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