Restraints. No Restraint that would reasonably be expected to result, directly or indirectly, in any of the effects referred to in clauses (i) through (iv) of paragraph (c) of this Section 6.02 shall be in effect.
Restraints. Any Restraint shall be in effect enjoining or otherwise prohibiting consummation of the Offer or the Merger.
Restraints. An employee shall not during the period of employment with the Company or within 6 months immediately following the cessation of employment with the Company, canvass, solicit, interfere with or entice away any clients, employees, persons, firm or company who shall at any time during the continuance of your employment have been in the habit of being a client, employee or customer of the Company or related bodies.
Restraints. In no event will any member of the Arbitration Panel be a current or former employee, agent, officer or director of any Party or any of their respective Affiliates.
Restraints. 5.1 By virtue of the Director’s employment by the Company he has and will continue to have, access to the Group’s trade secrets and confidential information including (but without limitation) the following matters: mining know-how, processes, techniques, designs, knowledge of or influence over the customers or business associates of the Group (hereinafter referred to as “the associates”), the contractual arrangements between the Group and the associates, the financial details of the Group’s relationship with its associates, the names of the Group’s prospective business associates or customers and their requirements, details of the Group’s financial structure and operating results, details of the remuneration paid by the Group to its various officers and employees and of their duties, as well as all other matters which relate to the business of the Group and in respect of which information is not readily available, in the ordinary course of business, to a competitor of the Group (collectively referred to herein as “the trade secrets”).
5.2 Moreover the Director will, by virtue of his position, be a key man in the operation of the Group and is intimately aware of the needs of the Group, its position, perspective and prospects within the industry in which it operates.
5.3 Consequently, if for any reason whatsoever the Director was to become employed by or otherwise associated with or interested in any present or future competitor of the Group, the latter’s proprietary interests in the trade secrets may be prejudiced.
5.4 Having regard to 5.1, 5.2, and 5.3 and in order to protect the Group’s proprietary interests in the trade secrets as aforesaid, the Director undertakes in favour of the Group:
5.4.1 he will not, whether directly or indirectly, use any of the trade secrets, or divulge or disclose them to any other persons whomsoever, without the prior written consent of the Board;
5.4.2 any written or electronic instructions, notes, memoranda or records of whatsoever nature relating to the trade secrets (hereinafter referred to as “the confidential records”) which may have been made by him or which may have come into his possession shall be:
5.4.2.1 deemed to be the property of the Company; and accordingly
5.4.2.2 shall be surrendered by him to the Company at the latter’s election on demand by the Board;
5.4.3 he will not retain any copies of the confidential records or any extracts therefrom, upon the surrender thereof by him in terms of 5.4.2.2;
5.4.4 he wil...
Restraints. Participants will move without restraints, and there will be no restraints during programming.
Restraints. 1. Consistent with applicable regulations, the City shall ensure that residents are free from undue use of restraint, including the undue use of bedrails. The City shall follow protocols to minimize the use of restraint on residents. The City shall ensure that restraints are used only pursuant to accepted professional standards and are not used as punishment, in lieu of providing other needed activities, supports, or services, or for the convenience of staff. All restraints shall only be used consistent with professional standards.
2. The City shall develop and implement a specific protocol to minimize the use of bedrail restraints. The protocol shall be based on current, generally accepted practice and shall emphasize keeping residents physically active, meaningfully engaged, and out of bed, whenever possible and appropriate. The protocol shall require enhanced justification for a “medical” or “safety” bedrail order, so as to minimize the likelihood that residents will remain unduly confined to bed for prolonged periods, which may cause physical deterioration, degeneration, and atrophy.
3. The City shall identify each resident who, in the past 12 months, has been provided with a physical or mechanical restraint, including bedrails, or to the use of emergency psychotropic drugs. For each such resident during this period, the City shall develop and implement prompt and appropriate protections, services and supports that meet each resident’s individualized needs that are consistent with professional standards.
4. The City shall continue to provide structured and ongoing competency-based training to professional, direct care, and supervisory staff on how to properly address resident needs and behaviors without resorting to the undue use of restraints.
5. The City shall continue the implementation of its protocol to fully document each use of any physical or mechanical restraint, including bedrails, specifying the exact type of restraint or procedure used, as well as the length of time it was used each time. Documentation of each use of restraint shall be kept in the resident's file and in a central location.
6. The City shall develop and implement a protocol to minimize the use of standing PRN or “stat” orders for the unplanned or emergency administration of psychotropic medication.
Restraints. No action or proceeding before a court or any other governmental agency or body of or in the United States shall have been instituted or threatened to restrain or prohibit the consummation of the transactions contemplated by this Agreement or the other Transaction Documents.
Restraints. 22.1 The seller and the warrantor undertake to the purchaser that for a period commencing on the effective date and terminating on 30 June 2002 they will not, whether directly or indirectly, compete with the purchaser or be interested in any business which trades in any field of activity which is similar to any of the fields of activity referred to in 22.2 and within any of the areas of restraint set out in 22.3.
22.2 The fields of activity is respect of which the restraint applies will be -
22.2.1 each and every activity conducted by the seller and ABL on the completion date or the preceding 12 month period;
22.2.2 any activity which is similar to an activity contemplated in clause 22.2.1;
22.2.3 any new activity which is planned to be undertaken by the seller or ABL as at the completion date.
22.3 The areas of restraint referred to in 22.1 shall be South Africa, Lesotho, Swaziland, Mozambique, Zimbabwe, Botswana, Namibia and the Indian Ocean Islands.
22.4 For purposes of this clause, the seller and the warrantor shall be deemed to be so "INTERESTED IN A BUSINESS", or "COMPETING WITH THE PURCHASER" if either of them becomes engaged or interested, whether directly or indirectly, and whether as proprietor, partner, shareholder, agent, consultant, financier or otherwise, in any company, firm, business or undertaking which carries on business in any of the fields referred to in 22.2 or in any of the areas referred to in 22.3.
22.5 The seller and the warrantor acknowledge that:
22.5.1 the clients of the purchaser are or could be drawn from all of the areas in which the restraints are to be operative;
22.5.2 the purchaser would suffer substantial damage if the seller or the warrantor were to operate a business similar to that carried on by the purchaser within the area to which, and during the time in which, the restraints are to apply; and
22.5.3 the restraints are the minimum restraint required by the purchaser to provide protection against unfair competition. Should the reasonableness of any provision contained in this clause be disputed, the onus of providing that the provision is unreasonable will rest on the party alleging that the provision is unreasonable.
22.6 Each and every restraint contained in this clause is separate and divisible from every other restraint in this clause and from any other restraint so that if any one of the restraints is or becomes unenforceable for any reason that restraint will be severable and will not affect the validity of a...
Restraints. 29.1. Neither party may approach the Employees, Agents or Contractors of the other party to this Agreement, with an offer of employment during the term of this Agreement or for each of the following periods, 12 months, 6 months, 3 months and 2 months after its expiry or termination.
29.2. For the avoidance of doubt, nothing in clause 29.1 prevents either party from employing an employee of the other party as a result of the employee responding to a public notice, in the absence of any solicitation however if this occurs then the employing party will pay a replacement recruitment fee to the other party of $90,000 ex GST.
