Rationale for Restrictions Sample Clauses

Rationale for Restrictions. Employee acknowledges that Employee's services hereunder are of a special, unique, and extraordinary character, and Employee's position with the Company places Employee in a position of confidence and trust with customers, suppliers, and other persons and entities with whom the Company and its Related Entities have a business relationship. The Employee further acknowledges that the rendering of services under this Agreement will likely require the disclosure to Employee of Confidential Information (as defined below) relating to the Company and/or Related Entities. As a consequence, the Employee agrees that it is reasonable and necessary for the protection of the goodwill and legitimate business interests of the Company and Related Entities that the Employee make the covenants contained in this Section 6, that such covenants are a material inducement for the Company to employ the Employee and to enter into this Agreement, and that the covenants are given as an integral part of and incident to this Agreement.
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Rationale for Restrictions. Employee agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with Employer places him in a position of confidence and trust with the customers, suppliers and employees of Employer and/or Related Entities. Employee also acknowledges that Employer and its Related Entities design, manufacture, market and sell LED and fiber optic lighting products used in applications in the commercial, architectural, signage, swimming pool and OEM markets throughout the world and that the Employer and its Related Entities compete with many entities throughout the world. Employee further acknowledges that the rendering of services under this Agreement necessarily requires the disclosure to Employee of Confidential Information (as defined below) of Employer and/or Related Entities. Employee and Employer agree that in the course of employment hereunder, Employee has and will continue to develop a personal relationship with the customers of Employer and/or Related Entities, and a knowledge of these customers’ affairs and requirements which may constitute Employer’s and/or Related Entities’ primary and only contact with such customers. Employee acknowledges that Employer’s and/or Related Entities’ relationships with their customers may therefore be placed in Employee’s hands in confidence and trust. Employee consequently agrees that it is reasonable and necessary for the protection of the goodwill, trade secrets and legitimate business interests of Employer and/or the Related Entities that Employee make the covenants contained herein, that the covenants are a material inducement for Employer to employ or continue to employ Employee and to enter into this Agreement, and that the covenants are given as an integral part of and incident to this Agreement.
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Rationale for Restrictions. Employee acknowledges that Employee’s services hereunder are of a special, unique and extraordinary character, and Employee’s position with the Company places Employee in a position of confidence and trust with customers, suppliers and other persons and entities with whom the Company and its Related Entities have a business relationship. The Employee further acknowledges that the rendering of services under this Agreement will likely require the disclosure to Employee of Confidential Information (as defined below) including Trade Secrets of the Company relating to the Company and/or Related Entities. As a consequence, the Employee agrees that it is reasonable and necessary for the protection of the goodwill and legitimate business interests of the Company and Related Entities that the Employee make the covenants contained in this Section 6, that such covenants were and are a material inducement for the Company to employ the Employee and to enter into the Original Employment Agreement and this Agreement and that the covenants are given as an integral part of and incident to this Agreement.
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Rationale for Restrictions. Consultant acknowledges that the Consulting Services to be provided hereunder are of a special, unique, and extraordinary character, and Consultant’s engagement by the Company places Consultant in a position of confidence and trust with customers, suppliers, and other persons and entities with whom the Company and its Related Entities have a business relationship. The Consultant further acknowledges that the rendering of services under this Agreement will likely require the disclosure to Consultant of Confidential Information (as defined below) relating to the Company and/or Related Entities. As a consequence, the Consultant agrees that it is reasonable and necessary for the protection of the goodwill and legitimate business interests of the Company and Related Entities that the Consultant make the covenants contained in this Section 6, that such covenants are a material inducement for the Company to engage the Consultant and to enter into this Agreement, and that the covenants are given as an integral part of and incident to this Agreement.
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Rationale for Restrictions. Executive acknowledges that Executive’s services hereunder are of a special, unique, and extraordinary character, and Executive’s position with the Company places Executive in a position of confidence and trust with customers, suppliers, and other persons and entities with whom the Company and its Related Entities have a business relationship. The Executive further acknowledges that the rendering of services under this Agreement will likely require the disclosure to Executive of Confidential Information (as defined below) relating to the Company and/or Related Entities. As a consequence, the Executive agrees that it is reasonable and necessary for the protection of the goodwill and legitimate business interests of the Company and Related Entities that the Executive make the covenants contained in this Section 5, that such covenants are a material inducement for the Company to employ the Executive and to enter into this Agreement, and that the covenants are given as an integral part of and incident to this Agreement.
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Rationale for Restrictions. Executive agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the clients, customers, suppliers, vendors, contractors and employees of the Company and/or of any joint venture, partnership, trust or other entity in which the Company has a direct or indirect interest (collectively "Related Entities"). Executive further acknowledges that the rendering of services under this Agreement necessarily requires the disclosure to Executive of Confidential Information (defined below) of the Company and/or Related Entities. Executive and the Company agree that in the course of employment hereunder, Executive has and will continue to develop a personal relationship with the Company's clients, and a knowledge of these clients' affairs and requirements which may constitute the Company's primary and only contact with such clients. Executive acknowledges that the Company's relationships with its established clientele may therefore be placed in Executive's hands in confidence and trust. Executive consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company and/or Related Entities that Executive make the covenants contained herein, that the covenants are a material inducement for the Company to employ or continue to employ Executive and to enter into this Agreement, and that the covenants are given as an integral part of and incident to this Agreement.
Sample 1
Rationale for Restrictions. Consultant and Xxxxxxx acknowledge that the Consulting Services to be provided hereunder are of a special, unique, and extraordinary character, and Consultant's engagement by the Company places Consultant and Xxxxxxx in a position of confidence and trust with customers, suppliers, and other persons and entities with whom the Company and its Related Entities have a business relationship. The Consultant and Xxxxxxx further acknowledge that the rendering of services under this Agreement will likely require the disclosure to Consultant of Confidential Information (as defined below) relating to the Company and/or Related Entities. As a consequence, the Consultant and Xxxxxxx agrees that it is reasonable and necessary for the protection of the goodwill and legitimate business interests of the Company and Related Entities that the Consultant and Xxxxxxx make the covenants contained in this Section 6, that such covenants are a material inducement for the Company to engage the Consultant and to enter into this Agreement, and that the covenants are given as an integral part of and incident to this Agreement.
Sample 1
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Rationale for Restrictions. Donovan agrees that his services hereunder are of a special, uniqxx, xxtraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the clients, customers, suppliers, vendors, contractors and employees of the Company and/or of any joint venture, partnership, trust or other entity in which the Company has a direct or indirect interest (collectively, "Related Entities"). Donovan further acknowledges that the rendering of services undex xxxx Agreement necessarily requires the disclosure to Donovan of Confidential Information (defined below) of the Companx xxx/xr Related Entities. Donovan and the Company agree that in the course of his duties hxxxxxxxr, Donovan has and will continue to develop a personal relationship wxxx xxx Company's clients, and a knowledge of these clients, affairs and requirements which may constitute the Company's primary and only contact with such clients. Donovan acknowledges that the Company's relationships with its xxxxxxished clientele may therefore be placed in Donovan's hands in confidence and trust. Donovan consequently agxxxx xxxx it is reasonable and necessarx xxx the protection of the goodwill and business of the Company and/or Related Entities that Donovan make the covenants contained herein, that the covenants axx x xxterial inducement for the Company to engage Donovan's services and to enter into this Agreement, and that xxx xxxxxants are given as an integral part of and incident to this Agreement.
Sample 1
Rationale for Restrictions. Former Executive acknowledges that his past services to the Former Employer were of a special, unique, extraordinary and intellectual character, and his position with the Former Employer placed him in a position of confidence with customers, suppliers and employees of Former Employer and other Related Entities. The Former Executive further acknowledges that the rendering of services to the Former Employer necessarily required the disclosure to him of confidential information (as defined below) of the Former Employer and, to the extent that the Former Employer shall have any parent, subsidiary, affiliated corporations, partnerships, or joint venture (collectively "Related Entities"), of the Related Entities. The Former Executive and the Former Employer agree that during his course of employment with the Former Employer, the Former Executive developed personal relationships with the Former Employer's financiers, customers, suppliers and employees, and the Former Executive agrees that it is reasonable and necessary for the protection of the goodwill and legitimate business interests of the Former Employer and Related Entities that the Former Executive make the covenants contained herein, that the covenants are a material inducement for the Former Employer to enter into this Agreement, and that the covenants are given as an integral part of and incident to this Agreement.
Sample 1

Related to Rationale for Restrictions

  • Securities Law Restrictions In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

  • Securities Law Transfer Restrictions By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered under the Securities Act or any applicable state securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.

  • Other Restrictions (a) The Restricted Stock Units shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law is required, or (ii) the consent or approval of any government regulatory body is required, then in any such event, the grant of Restricted Stock Units shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

  • Securities Restrictions Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

  • Offering Restrictions You will not make any offers or sales of Securities or any Other Securities in jurisdictions outside the United States except under circumstances that will result in compliance with (i) applicable laws, including private placement requirements, in each such jurisdiction and (ii) the restrictions on offers or sales set forth in any AAU or the Prospectus, Preliminary Prospectus, Offering Circular, or Preliminary Offering Circular, as the case may be. It is understood that, except as specified in the Prospectus or Offering Circular or applicable AAU, no action has been taken by the Manager, the Issuer, the Guarantor, or the Seller to permit you to offer Securities in any jurisdiction other than the United States, in the case of a Registered Offering, where action would be required for such purpose.

  • Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

  • General Transfer Restrictions The right of any Holder to Transfer any Shares held by it is subject to the restrictions set forth below.

  • Removal of Legend and Transfer Restrictions The legend relating to the Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and the Company shall issue a certificate without such legend to the Holder of the Securities if (i) the Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available or (ii) the Holder provides to the Company an opinion of counsel for the Holder reasonably satisfactory to the Company, a no-action letter or interpretive opinion of the staff of the SEC reasonably satisfactory to the Company, or other evidence reasonably satisfactory to the Company, to the effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance with any restriction such as Rule 144.

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • Removal of Restrictions Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall be released from escrow as soon as practicable after the last day of the Period of Restriction. The Committee, in its discretion, may accelerate the time at which any restrictions shall lapse, and remove any restrictions. After the restrictions have lapsed, the Participant shall be entitled to have any legend or legends under Section 7.4 removed from his or her Share certificate, and the Shares shall be freely transferable by the Participant.

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