Restrictions Not Applicable Sample Clauses

Restrictions Not Applicable. The obligations of this Article 23 (Proprietary Information), including the restrictions on disclosure and use, shall not apply with respect to any Proprietary Information to the extent such Proprietary Information: A. is or becomes publicly known without breach of this Contract or other wrongful act or omission by the receiving Party; or B. is known to the receiving Party without restriction as to further disclosure when received; or C. is independently developed by the receiving Party without use of or reference to the disclosing Party’s Proprietary Information, as demonstrated by the receiving Party’s contemporaneous written records; or D. becomes known to the receiving Party from a third party who has a lawful right to disclose it and who does not owe a duty of confidentiality to the disclosing Party with respect to such Proprietary Information. Specific Proprietary Information shall not be deemed to be available to the public or in the possession of the receiving Party merely because it is embraced by more general information so available or in the receiving Party’s possession.
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Restrictions Not Applicable. Notwithstanding anything to the contrary contained in this Agreement or in any other agreement between the parties:
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Restrictions Not Applicable. Notwithstanding anything to --------------------------- the contrary contained in this Agreement or in any other agreement between the parties: 5.2.3.1 Allscripts may cooperatively market Allscripts Products with any vendor of Practice Management Products that is not a Direct Competitor of IDX, to any Person other than IDX Customers. 5.2.3.2 Allscripts may cooperate with a Person that Provides products and services similar to the Practice Management Products for the purpose of deploying such products and services, on a case-by-case basis to any Allscripts customer or prospect, including without limitation by development of data exchange or interfaces, if such Allscripts customer or prospect requests such similar products or services; provided, that -------- interface development and data exchange performed by Allscripts in connection with such other products or services shall be performed at a charge that is consistent with the ordinary and customary practices of Allscripts, and Allscripts will not cooperate with any Direct Competitor of IDX to provide any financial benefits beyond payment of such ordinary and customary charge. 5.2.3.3 IDX may Provide any products or services similar to Allscripts Products only as an offering integrated with its LastWord and IDXrad and Imaging Suite product lines, and any other non- Practice Management Product products and services, such as image management. IDX shall not Provide any products or services similar to Allscripts Products as an offering integrated with any Practice Management Products. IDX may Provide any hand-held device for dictation only in connection with its EDiX product line, but not any other products similar to Allscripts Products in connection therewith. 5.2.3.4 IDX may establish direct connections for pharmacy benefit management companies, drug manufacturers and drug distributors involving a direct message to a patient via the Patient Channel only (except with respect to IDX Customers that utilize LastWord as their inpatient EMR). 5.2.3.5 IDX may cooperate with a Person that Provides products and services similar to the Allscripts Products for the purpose of deploying such products and services, on a case-by-case basis to any IDX Customer or prospect, using any means, including without limitation, development of interfaces or publication of specifications, if such IDX Customer or prospect requests such similar products or services; provided, that -------- interface development and data exchange perfo...
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Restrictions Not Applicable. The confidentiality and non-disclosure provisions set out in each of the Project Lion Agreements shall not apply: (a) if and to the extent agreed in writing by the parties to the relevant Project Lion Agreement; (b) to information that is already or subsequently enters into the public domain, other than following a disclosure by a party to the relevant Project Lion Agreement in breach of the relevant Project Lion Agreement; or (c) to information acquired by a party from an unconnected source free from any obligation of confidence to any other person; or (d) to the extent that the information concerned is not, or could not reasonably be expected to be, confidential.
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Restrictions Not Applicable. The confidentiality and non-disclosure provisions set out in each of the Pool Agreements shall not apply: (a) if and to the extent agreed in writing by the parties to the relevant Pool Agreement; (b) to information that is already or subsequently enters into the public domain, other than following a disclosure by a party to the relevant Pool Agreement in breach of the relevant Pool Agreement; or (c) to information acquired by a party from an unconnected source free from any obligation of confidence to any other person; or (d) to the extent that the information concerned is not, or could not reasonably be expected to be, confidential.
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Restrictions Not Applicable. None of the restrictions contained in Section 3 hereof shall apply to any sale of Registrable Shares pursuant to a registration under this Section 4.2.
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Restrictions Not Applicable. Except as provided in the second sentence of this Section 4(c), the restrictions on Executive’s activities following termination of employment set forth in Sections 4(a) and 4(b) shall be in effect only if (a) Executive’s employment is terminated for Cause or (b) Executive is receiving the benefits provided under Section 2. The restrictions set forth in clause (i) of Section 4(b) shall remain in effect if Executive terminates her employment voluntarily, other than for Good Reason, with respect to those customers of FSG with which Executive did not have a banking relationship as of the date of this Agreement.
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Related to Restrictions Not Applicable

  • Not Applicable The rate of interest applicable to each such Eligible Investment . . . . . . .

  • Restriction (a) Except as provided in this Article VI, Subtenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Sublease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Subleased Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Subtenant, or used or occupied or permitted to be used or occupied, by anyone other than Subtenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without the prior written consent of Sublandlord and Master Landlord, which consent of Sublandlord shall not be unreasonably withheld, conditioned, or delayed in accordance with the terms and conditions of the Master Lease applicable to Master Landlord’s consent rights). Notwithstanding the foregoing, Subtenant shall have the right to conduct a Permitted Transfer (as hereinafter defined) without Sublandlord’s prior consent, but upon at least ten (10) days prior written notice to Sublandlord, sublet all or any portion of the Subleased Premises or assign its interest in this Sublease to: (i) to any person(s) or entity who controls, is controlled by or is under common control with Tenant, (ii) to any entity resulting from the merger, acquisition, consolidation or other reorganization with Tenant, whether or not Tenant is the surviving entity, (iii) to any person or legal entity which acquires all or substantially all of the assets or stock of Tenant (each of the foregoing is hereinafter referred to as a “Permitted Transfer”). (b) Without limiting the foregoing, any agreement pursuant to which: (x) Subtenant is relieved from the obligation to pay, or a third party agrees to pay on Subtenant’s behalf, all or any portion of Basic Rent, Escalation Charges or other charges due under this Sublease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Sublease or sublet or attempt to sublet all or any portion of the Subleased Premises, shall for all purposes hereof be deemed to be an assignment of this Sublease and subject to the provisions of this Article VI. Unless the stock or partnership interest (or other evidence of the ownership of Subtenant) is registered and publicly traded on an exchange regulated by the United States Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a transfer (by one or more transfers over the Sublease Term) of fifty one percent (51%) or more of the stock or partnership interests or other evidences of ownership of Subtenant as if such transfer were a prohibited assignment of this Sublease. (c) If, in violation of this Article 6, this Sublease be assigned, or if the Subleased Premises or any part thereof be sublet or occupied by anyone other than Subtenant and there is an Default of Subtenant, Sublandlord may, at any time and from time to time, collect rent and other charges from the assignee or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Sublease shall be deemed a waiver of this covenant, or the acceptance of the assignee or occupant as a Subtenant or a release of Subtenant from the further performance of covenants on the part of Subtenant to be performed hereunder. Any consent by Sublandlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (a) of this Section 6.1 or the continuing liability of the original named Subtenant. No assignment or subletting hereunder shall relieve Subtenant from its obligations hereunder and Subtenant shall remain fully and primarily liable therefor. No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Sublandlord to a particular assignment, subletting or occupancy shall be revocable, and any assignment, subletting or occupancy shall be void ab initio, if the same shall fail to require that such assignee or occupant agree therein to be independently bound by and upon all of the covenants, agreements, terms, provisions and conditions set forth in this Sublease on the part of Subtenant to be kept and performed. (d) If Sublandlord (and Master Landlord to the extent required under the Master Lease), consents to Subtenant’s assignment of this Sublease or further sublease of the Subleased Premises at a rental or for other consideration in excess of the Rent due and payable by Subtenant under this Sublease, then Subtenant shall pay to Sublandlord, as “Additional Rent”: (a) on the first day of each month during the term of any such sublease or assignment, fifty percent (50%) of the excess of all rent and other consideration received from the sub-subtenant or assignee for such month over the Rent then payable to Sublandlord pursuant to the provisions of this Sublease for said month (or if only a portion of the Subleased Premises is being sublet, the excess of all rent and other consideration due from the sub-subtenant for such month over the portion of the Rent then payable to Sublandlord pursuant to the provisions of this Sublease for said month), after deducting Subtenant’s reasonable, out-of-pocket transaction costs for brokerage commissions, legal fees, tenant improvements, and free rent. Notwithstanding the foregoing, this sharing of profits shall not apply to Permitted Transfers.

  • 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.

  • Restriction on Resales Until the expiration of two years after the original issuance of the Securities, the Company will not, and will cause its "affiliates" (as such term is defined in Rule 144(a)(1) under the 0000 Xxx) not to, resell any Securities which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the 0000 Xxx) that have been reacquired by any of them and shall immediately upon any purchase of any such Securities submit such Securities to the Trustee for cancellation.

  • Restriction on Transferability Prior to vesting and delivery of the Shares, neither the mPRSUs, nor the Shares or any beneficial interest therein, may be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be made pursuant to will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

  • 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.

  • Section 203 of the DGCL Not Applicable The Company Board has taken all necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement.

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating 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 Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock; (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under Paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

  • Geographic Restrictions The owner of the Website is based in the State of New York in the United States. We provide this Website for use only by persons located in the United States, and it may only be available to people located in the United States. We make no claims that the Website or any of its content is available or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries.

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