Prohibited Activities. You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Site, you agree not to:
Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person or Persons:
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business or operation or related services business in direct competition with TCI or any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory");
(ii) call upon any individual who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof;
(iii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI within the Territory;
(iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or
(v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring as a passive investment not more than one percent (1%) of th...
Prohibited Activities. Except as set forth on Schedule 5.30, the COMPANY has not, between the Balance Sheet Date and the date hereof, taken any of the actions (Prohibited Activities) set forth in Section 7.3.
Prohibited Activities. You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Services, you agree not to: Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services. Use any information obtained from the Services in order to harass, abuse, or harm another person. Make improper use of our support services or submit false reports of abuse or misconduct. Use the Services in a manner inconsistent with any applicable laws or regulations. Engage in unauthorized framing of or linking to the Services. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools. Delete the copyright or other proprietary rights notice from any Content. Attempt to impersonate another user or person or use the username of another user. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms"). Interfere with, disrupt, or create an undue burden on the Services or the networks or service...
Prohibited Activities. 64 13.2 Damages.........................................................65 13.3 Reasonable Restraint............................................65 13.4
Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement and the Closing Date, the COMPANY has not and, without the prior written consent of URSI, will not:
(i) make any change in its Articles of Incorporation or Bylaws;
(ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed on Schedule 5.4;
(iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock;
(iv) enter into any contract (including any contract to provide services to customers) or commitment or incur or agree to incur any liability or make any capital expenditures, except if (x) it is in the normal course of business (consistent with past practice) or (y) when aggregated with all other such contracts, commitments, liabilities and capital expenditures not in the normal course of business consistent with past practice, it involves an amount not in excess of $25,000;
(v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except (x) bonuses to employees (other than the STOCKHOLDERS or their affiliates) consistent with past practice and (y) increases in salaries and commissions payable to employees (other than to STOCKHOLDERS and their affiliates), provided that neither the salary nor the commission payable to any employee may increase to a level higher than one hundred ten percent (110%) of such employee's current salary or bonus, whichever is applicable;
(vi) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of the COMPANY (including the COMPANY's Subsidiaries), or (2) liens set forth on Schedule 5.15 hereto or (3) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business;
(vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except ...
Prohibited Activities. 11 Section 10.02 Damages................................................ 12 Section 10.03 Reasonable Restraint................................... 12 Section 10.04 Severability; Reformation.............................. 12 Section 10.05
Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecesso...
Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question):
(i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03;
(ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator;
(iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain;
(iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments;
(v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code;
(vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by...
Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement and the Consummation Date, the COMPANY has not and, without the prior written consent of VESTCOM, will not:
(i) make any change in its Certificate of Incorporation or By-laws;
(ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind;
(iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11;
(iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers;
(v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent;
(vi) create, assume or permit to exist any Lien, upon any assets or properties whether now owned or hereafter acquired, except (1) liens set forth on Schedule 5.14 hereto, or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business;
(vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business;
(viii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business;
(ix) merge, amalgamate or consolidate or agree to merge, amalgamate or consolidate with or into any other corporation or business entity;
(x) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereo...
