Restrictions on Certain Activities. The Executive acknowledges (i) that the business and the industry in which the Company competes is highly competitive; (ii) that as a key executive of the Company whose responsibilities and duties require is involvement in all aspects of the business of the Company, he may participate in the servicing of Clients and/or the solicitation of prospective clients, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the “know-how” and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his senior position with the Company places him in a position of confidence and trust with the Clients and employees of the Company; (iv) that as a key executive of the Company he has participated in and will continue to participate in the solicitation and hiring of executives and other employees of the Company and that his senior position with the Company has put him, and will put him in a position of becoming very familiar with the talents, needs, capabilities and characteristics of such employees and executives; and (v) that his rendering of services to the Clients and his supervisory responsibilities involving employees of the Company necessarily required and will continue to require the disclosure to the Executive of Confidential Information (as defined in Section 8(c) hereof) of the Company. In the course of the Executive’s employment with the Company, the Executive may develop a personal relationship with the Clients of the Company and a knowledge of those Clients’ affairs and requirements, and the relationship of the Company with its established clientele will therefore be placed in the Executive’s hands in confidence and trust. The Executive consequently acknowledges that it is a legitimate interest of the Company, and reasonable and necessary for the protection of the Confidential Information, goodwill and business of the Company, which is valuable to the Company, that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this Section 8 were contained in this Agreement. Accordingly, except as acknowledged below or as otherwise set forth in Section 3(c), the Executive agrees that he will not, as an individual, employee, consultant, ...
Restrictions on Certain Activities. (1) Notwithstanding anything contained in this Agreement to the contrary, Manager shall refrain from taking any action which would (i) adversely affect the status of Company as a REIT, (ii) subject Company to regulation under the Investment Company Act of 1940, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over Company or its securities, or (iv) otherwise not be permitted by the Articles or By-Laws or an agreement to which Company is a party, except (in any event) if such action shall be ordered by the Board, in which case Manager shall promptly notify the Board of Manager's judgment of the potential Impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board.
Restrictions on Certain Activities. Except as otherwise permitted by the Transaction Documents, the Borrower shall not: (i) guarantee any obligation of any Person, including any Affiliate; (ii) engage, directly or indirectly, in any business, other than the actions required or permitted to be performed under the Transaction Documents; (iii) own or acquire any investment other than Assets, Eligible Investments, and Draws and the proceeds thereof; (iv) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests, other than such activities as are expressly permitted by the Transaction Documents; or (v) create, form or otherwise acquire any Subsidiaries.
Restrictions on Certain Activities. (a) Selling Shareholder shall not, during the period of time in which he is employed by Transcat or any Subsidiary of Transcat and for a period of five (5) years after the termination of his employment (for whatever reason), anywhere in the United States, Canada or Mexico, directly or indirectly, as a partner, joint venturer, investor, lender, manager, licensor, manufacturer, retailer or otherwise, engage in any business that engages in any activity which is competitive with the Business or the businesses operated by Transcat or its Subsidiaries, or own stock or otherwise have an ownership interest in any person, corporation, firm, partnership or other entity engaged in any such business.
Restrictions on Certain Activities. (a) Restrictions in Respect of Company Securities. Executive --------------------------------------------- agrees that for a period commencing the first day of the Employment Period and running through one year following termination of the Executive's employment by the Company for any reason, whether by action of the Executive or the Company (the "Restriction Period"), the Executive will not:
Restrictions on Certain Activities. As long as an Investor or its Affiliates owns any Shares, Warrants or Underlying Shares, such Investor hereby agrees that, without the prior written approval of Mobility, which approval may be withheld or delayed in the sole discretion of Mobility, such Investor will not, and will not cause or permit an Affiliate of such Investor to (i) acquire any securities of Mobility (other than the acquisition of any Underlying Shares upon exercise of the Warrants); and (ii) directly or indirectly lead or initiate a Change of Control of Mobility.
Restrictions on Certain Activities. (a) Each Seller covenants and agrees to refrain, during the five (5) year period following the Closing Date, in any manner, either directly, indirectly, individually, in partnership, jointly or in conjunction with any Person, from (x) engaging in the Restricted Activities for any Specific Client; (y) developing capabilities to perform the Restricted Activities for any Specific Client; or (z) obtaining or otherwise having an equity interest in any Person whose main business is to engage in the Restricted Activities for any Federal Client; provided, that nothing in subsection (z) shall prohibit the continued ownership by the Sellers (directly or indirectly) of Jxxxxxx Controls Building Automation Systems, LLC.
Restrictions on Certain Activities. 1. Subject to the limitations applicable to the KP Group pursuant to Section 2.10(b), this Agreement shall not prohibit any Partner or any of its Affiliates from owning, operating, or investing in any real estate or engaging in any resort activities not owned or operated by the Partnership, wherever located. Subject to the limitations contained in Section 2.10(b), each Partner and any of its Affiliates may engage in or possess an interest in another business venture or ventures of any nature and description (whether or not the same may, directly or indirectly, compete with this Partnership), independently or with others, including but not limited to the ownership, financing, leasing, operation, management, syndication, brokerage and development of real property or resort activities, and neither the Partnership nor the Partners shall have any rights by virtue of this Agreement or their relationship as Partners in and to said other ventures or to the income or profits derived therefrom.
Restrictions on Certain Activities. Except as required or permitted by the terms of this Agreement or the Note Holder Payoff and Recapitalization Agreement or in connection with the SLPH Merger, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing:
Restrictions on Certain Activities. 15.1 During the License Term, the Franchisee shall not (without the prior written consent of KFC) directly or indirectly, through corporation, or through partnerships, trusts, associations, joint ventures or other unincorporated businesses, perform any services for, engage in or acquire be an employee of, have any financial, beneficial or equity interest in, or have any interest based on the profits or revenues of, any business similar to the Outlet, except for other outlets franchised from KFC or its affiliates. For one year following the License Term, the same restrictions shall apply but only with respect to businesses operated within ten miles of the Outlet. For purposes of this paragraph, a "similar business" is a business which sells or prepares fried chicken or other products similar to other Required Products or in which know-how acquired by KFC franchisees could be used to the disadvantage of KFC or its other franchisees. Nothing in this paragraph shall prevent the Franchisee and his family, collectively from owning not more than a total of 10% of the stock of a company engaged in a similar business, the stock of which is publicly traded at the time of such ownership.
