Restrictions and Rights Sample Clauses

Restrictions and Rights. (a) During the Restriction Period, the Restricted Stock is subject to forfeiture in the event that the Participant attempts to sell, transfer, assign or pledge the Restricted Shares (the "Restrictions") or the Participant violates one of the covenants contained in Section 6 of this Agreement. Except as provided under Section 5 of this Agreement, the Restrictions on the Restricted Stock shall automatically lapse: (i) upon expiration of the Restriction Period; (ii) in the event of the Participant's Retirement, Permanent Disability, or death or in the event of a Change-in-Control; provided, however, that in the event the Participant requests early retirement or otherwise leaves the employ of the Corporation, the Committee may, upon the Participant's request and in the Committee's sole discretion, waive or revise this provision to permit the lapse of Restrictions on all or a portion of the Restricted Stock awarded hereunder on or prior to such early retirement or other departure from the employ of the Corporation; or (iii) as may be otherwise provided under the terms of the Plan. (b) During the Restriction Period, the Participant will be entitled to all other rights of a shareholder of the Corporation with respect to the Restricted Stock, including the right to vote the Restricted Stock and receive dividends and other distributions thereon.
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Restrictions and Rights. The following provisions shall apply to the Vemics Shares, the Warrant, Additional Warrant and the Additional Shares (as defined below): (1) The Shares are not, and if and when issued neither (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities upon exercise of the Additional Warrant, nor (iv) the Additional Shares will be, registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state "blue sky" laws (collectively, "State Acts"). The Shares are, and if and when issued (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities upon exercise of the Additional Warrant, and (iii) the Additional Shares will be, "restricted securities," as that term is defined in U.S. Securities and Exchange Commission ("SEC") Rule 144, and may not be sold, assigned, transferred or otherwise disposed of unless registered under the Securities Act and all applicable State Acts or unless exemptions from such registration requirements are available for such transaction. (2) The certificate or certificates evidencing the Vemics Shares (including any Escrowed Shares) to be delivered to EL Desktop, or, if and when issued, evidencing (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities issued upon exercise of the Additional Warrant, and (iii) the Additional Shares, will bear a restrictive legend substantially in the following form as long as applicable: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION OF THESE SECURITIES IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS." (3) (i) If, at any time after the first anniversary of the Closing Date, Vemics files a registration statement under the Securities Act for purposes of a public offering of securities of the Vemics for its own account, it shall notify EL Desktop in writing (the "Company Notice"). EL Desktop sh...
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Restrictions and Rights. Notwithstanding the grant of authority to the General Partner under Section 5.1 hereof, without the following specified vote of Limited Partners, the General Partner shall not: a. Refinance, sell or contract to sell substantially all of the assets of the Limited Partnership, including, but not limited to, the Network (Vote of Limited Partners owning at least 2/3 of outstanding Units); b. Do any act in contravention of this Agreement (unanimous); c. Employ, or permit the Limited Partnership to employ, the funds or assets of the Limited Partnership in any manner except for the exclusive benefit of the Limited Partnership (unanimous); or d. Receive any rebates or give-ups, directly or indirectly, or participate in any reciprocal business arrangements which would circumvent such prohibitions and any other prohibitions or restrictions contained herein with respect to the Partnership's dealings with the General Partner or its Affiliates (unanimous). e. Materially alter the use of Proceeds set forth in the Memorandum (Majority Vote).
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Restrictions and Rights. (a) Prior to vesting, shares of RS shall not be voluntarily or involuntarily sold, assigned, transferred, pledged, alienated, hypothecated or encumbered by the Employee, other than by will or the laws of descent and distribution. (b) Prior to vesting, Employee shall have voting rights and receive dividends (if any) in cash, without restriction. At the election of the Employee, dividends may be deferred through the Conectiv Deferred Compensation Plan, subject to the limitations set forth therein.
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Restrictions and Rights. All of the following terms and conditions must be adhered to and are legally binding, immediately upon acceptance of these Terms of Service.
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Restrictions and Rights 
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Related to Restrictions and Rights

  • Limitations and Restrictions Deduction of Rollovers and Transfers – A deduction is not allowed for rollover or transfer contributions.

  • Prohibitions and Restrictions The provisions of this Agreement shall not in any way limit the right of either Contracting Party to apply prohibitions or restrictions of any kind or take any other action which is directed to the protection of its essential security interests, or to the protection of public health or the prevention of diseases and pests in animals or plants.

  • Restrictions and Conditions (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company.

  • Rights and Restrictions The Restricted Share Units shall not be transferable, other than pursuant to will or the laws of descent and distribution. Prior to vesting of the Restricted Share Units and delivery of the Shares to the Employee following his termination of employment, the Employee shall not have any rights or privileges of a shareholder as to the Shares subject to the Award. Specifically, the Employee shall not have the right to receive dividends or the right to vote such Shares prior to vesting of the Award and delivery of the Shares.

  • License and Restrictions (i) Subject to the terms of this Agreement, we hereby grant you a limited, personal, revocable, nonexclusive, nonsublicensable, nonassignable, nontransferable, nonresellable license and right to use the Application for the sole purpose of your use of the Mobile Deposit Service. (ii) You acknowledge and agree that any and all intellectual property rights (the "IP Rights") in the Service and the Application are and shall remain the exclusive property of us. Nothing in this Agreement intends to or shall transfer any IP Rights, or to vest any IP Rights in, to you. You are only entitled to the limited use of the rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that is not contained in the Service and Application, but may be accessed through the Service, is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. (iii) You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Application or Service or any part thereof without our prior written consent. (iv) You agree not to undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Application, the Service, or any part thereof. You agree not intercept, capture, emulate, or redirect the communications protocols used by us for any purpose, including without limitation causing the Service or Application to connect to any computer server or other device not authorized by us. (v) We reserve the right to add or delete features or functions, or to provide programming fixes, updates and upgrades to the Service or Application. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Application. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new version of the Service or Application. (vi) We have no obligation whatsoever to furnish any maintenance and support services with respect to the Service or Application, and any such maintenance and support services provided will be provided at our discretion. (vii) You grant to us a nonexclusive, perpetual, non-revocable, royalty free license to use, retain, and share any information transmitted through the Application by you, including your location, device-based location information, account numbers, name, date, account amount, and endorsements solely for the purpose of providing the Service. This license shall survive termination of this Agreement for such period as necessary for us to provide the Service, comply with the law, or comply with internal guidelines or procedures.

  • OWNERSHIP RIGHTS AND RESTRICTIONS 3.1 You or Your licensors retain all ownership and intellectual property rights in and to Your Content (as defined below). We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement. 3.2 You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party. 3.3 You grant us the right to host, use, process, display and transmit Your Content to provide the Services pursuant to and in accordance with this Agreement and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to Your Content required by Oracle to perform the Services. 3.4 You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data structures or similar materials produced by programs); (b) access or use the Services to build or support, directly or indirectly, products or services competitive to Oracle; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as permitted by this Agreement or Your order.

  • Covenants, Conditions and Restrictions This Lease is subject to the effect of (i) any covenants, conditions, restrictions, easements, mortgages or deeds of trust, ground leases, rights of way of record and any other matters or documents of record; and (ii) any zoning laws of the city, county and state where the Building is situated (collectively referred to herein as "Restrictions") and Tenant will conform to and will not violate the terms of any such Restrictions.

  • Restrictions The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

  • Restrictions on Competition During the term of this Agreement and for a period of one year after you cease to be an employee of DFC or an affiliate of DFC, you will not, without the prior written consent of DFC, (a) accept employment or render service to any person, firm or corporation, directly or indirectly, in competition with DFC, or any affiliate thereof for any purpose which would be competitive with the business of DFC and its affiliates within the Commonwealth of Puerto Rico or any other geographic area in which DFC or any affiliate of DFC by which you were employed, conducted operations (the "Restricted Area") or any business as to which studies or preparations relating to the entry into which were made by DFC or any affiliate of DFC by which you were employed within one year prior thereto (collectively, the "Restricted Businesses") or (b) directly or indirectly, enter into or in any manner take part in or lend your name, counsel or assistance to any venture, enterprise, business or endeavor, whether as proprietor, principal, investor, partner, director, officer, employee, consultant, adviser, agent, independent contractor or in any other capacity whatsoever for any purpose which would be competitive with the Restricted Businesses in the Restricted Area. An investment not exceeding 5% of the outstanding stock in any corporation regularly traded on any national securities exchange or in the over-the-counter market shall not be deemed to violate this provision, provided that you shall not render any services for such corporation.

  • License Grant and Restrictions You are granted a personal, limited, non-exclusive, non-transferable license, to electronically access and use the MX Money Management Service (the “Service”) to manage your financial data, and the purchase rewards application (“Debit Rewards Offers”) to benefit from your debit card purchases. In addition to the MX Money Management Service and the Debit Rewards Offers, the terms "Service" and “Debit Rewards Offers” also include any other programs, tools, internet-based services, components and any "updates" (for example, service maintenance, Debit Rewards information, help content, bug fixes, or maintenance releases, etc.) of the Service or Debit Rewards Offers if and when they are made available to you by us or by our third-party vendors. Certain Service and Debit Rewards Offers may be accompanied by, and will be subject to, additional terms and conditions. You are not licensed or permitted to do any of the following and you may not allow any third party to do any of the following: • Access or attempt to access any other systems, programs or data that are not made available for public use • Copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from MX Money Management or from the Debit Rewards Offers program • Permit any third party to benefit from the use or functionality of the Service or Debit Rewards Offers, or any other services provided in connection with them, via a rental, lease, timesharing, service bureau, or other arrangement • Transfer any of the rights granted to you under this license • Work around any technical limitations in the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble, or otherwise reverse engineer the Service except as otherwise permitted by applicable law • Perform or attempt any actions that would interfere with the proper working of the Service or Debit Rewards Offers or any services provided in connection with them, prevent access to or the use of the Service, Debit Rewards Offers or any or services provided in connection with them by other licensees or customers, or impose an unreasonable or disproportionately large load on the infrastructure • Otherwise use the Service, Debit Rewards Offers or any services provided in connection with them except as expressly allowed under this Section 1. The Service and Debit Rewards Offers are protected by copyright, trade secret and other intellectual property laws. You do not have any rights to the trademarks or service marks.

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