Restrictions on Buyer. Nothing contained in this Agreement shall give ===================== Buyer any right to control the programming or operations of the Station prior to the the Closing Date.
Restrictions on Buyer. In the event of a termination of this Agreement, for any reason whatsoever, in order to protect the trade secrets and proprietary know-how of Parent, Company, and Shareholder, Buyer agrees as follows:
Restrictions on Buyer. Buyer agrees that, from and after the date hereof and prior to the Closing, and except as expressly permitted by this Agreement or as may be agreed in writing by the Company, VAB Acquisition Sub and Buyer, Buyer shall not, and shall not permit any of its Subsidiaries to agree, in writing or otherwise, to take any action which would reasonably be expected to materially impair Buyer’s ability to perform its obligations under this Agreement or to prevent, impede or delay the consummation of the Transactions or result in the failure to satisfy any condition to the consummation of the Transactions.
Restrictions on Buyer. Except as provided under a TBA, nothing contained in this Agreement shall give Buyer any right to control the programming or operations of the Station prior to the Closing Date and Seller shall have complete control of the programming and operation of the Station between the date hereof and the Closing Date and shall operate the Station in conformity with the requirements of law and this Agreement.
Restrictions on Buyer. The Buyer must not sell or otherwise dispose of the Land or any part thereof or any estate or interest therein or otherwise attempt to do so until the Buyer completes the construction of a Residence on the Land. For the avoidance of doubt this means that the Buyer cannot sell the Land as a vacant lot.
Restrictions on Buyer. Buyer agrees that, from and after the date hereof and prior to the Closing, and except as may be agreed in writing by Seller and Buyer, Buyer shall not, and shall not permit any of its Subsidiaries to agree, in writing or otherwise, to take any action which could reasonably be expected to prevent, impede or delay in any material sense the consummation of the Transactions or result in the failure to satisfy any condition to the consummation of the Transactions.
Restrictions on Buyer. (a) Subject to clause 6.4(b) below, the Buyer must not, and must procure that the Buyer Group Members and the Buyer Group Representatives and Advisers do not, directly or indirectly for a period starting on the date of this deed and ending on the date 12 months after the date of this deed, induce or encourage any employee of a Seller Group Member to leave the employment of any Seller Group Member or to work for or on behalf of any Buyer Group Member or Target Group Company.
(b) Clause 6.4(a) above does not prevent any Buyer Group Member or any Buyer Group Representative or Adviser from:
(1) advertising employment vacancies in any newspaper, website or other publication or through a recruitment agency (except where the advertisement or recruitment agency targets employees of any Seller Group Member) or interviewing and negotiating with any person responding to that advertisement; or
(2) employing any person who seeks employment any Buyer Group Member solely on his or her own initiative.
Restrictions on Buyer. (a) Subject to clause 8.3(b) below, the Buyer must not, and must procure that the Buyer Group Members and the Buyer Group Representatives and Advisers do not, directly or indirectly for the Non-Solicitation Period, induce or encourage any employee of a Seller Group Member to leave the employment of any Seller Group Member or to work for or on behalf of any Buyer Group Member or the Target Entity.
(b) Clause 8.3(a) above does not prevent any Buyer Group Member or any Buyer Group Representative or Adviser from:
(i) advertising employment vacancies in any newspaper, website or other publication or through a recruitment agency (except where the advertisement or recruitment agency targets employees of any Seller Group Member) or interviewing and negotiating with, or employing or engaging, any person responding to that advertisement; or
(ii) employing any person who seeks employment with any Buyer Group Member solely on his or her own initiative.
Restrictions on Buyer. The provisions of Schedule 12 shall apply with effect from the Completion Date.
Restrictions on Buyer. During the period which the payment of any accrued Earn-Out is deferred as provided for in Section 6(b), Buyer shall not:
1) pay or cause to be paid any management fees, other charges or payments to any Affiliate of Borrower or otherwise in excess of $300,000 in the aggregate during any 12-month period; or
2) declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its equity interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, or permit any of its subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any equity interests in Borrower or to issue or sell any equity interests therein; provided that Buyer may make annual distributions to its equity holders in an amount not to exceed the federal income tax liability of such holders as a result of Buyer’s income during such period.
