Restrictions on Certain Activities Sample Clauses

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, the Executive agrees that he will not, as an individual, employee, consultant, independent contractor, partner, sharehold...

Restrictions on Certain Activities. (a) Neither Seller nor Sensi USA shall, for three (3) years from and after the Closing Date, 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 designs, sources, markets or sells footwear, leather goods and hosiery, or own stock or otherwise have an ownership interest in any person, corporation, firm, partnership or other entity engaged in any such business; provided, however, that nothing in this Section 7.5(a) shall prevent Seller or Sensi USA from owning five percent (5.0%) or less of the total outstanding voting securities of any such Person whose securities are traded on a national securities exchange or in the over-the counter market. (b) Neither Seller nor Sensi USA will, for a period of two (2) years from the Closing Date hire or offer to hire (as an employee, independent contractor or otherwise) any person who on the date hereof is a director, officer or employee of Parent or any of its Subsidiaries, including Purchaser; provided, however, that nothing in this Section 7.5(b) shall (i) prevent Seller or Sensi USA from soliciting employees through a general, public advertisement or solicitation or hiring or offering to hire any person (other than the Reinas or Xxxxx Xxxxx) who responds to any such advertisement or solicitation without any other prior direct contact initiated by Sensi USA or the Reinas after the Closing with respect to such employment or engagement or (ii) prevent one of the Reinas from working for Sensi USA so long as Sensi USA and such Reina are in compliance with, and have not breached their obligations hereunder and such Reina's respective obligations under its Consulting Agreement or Employment Agreement, as the case may be. (c) Seller and the Members agree that a violation of Section 7.5(a) or 7.5(b) will cause irreparable injury to Purchaser, and Purchaser will be entitled, in addition to any other rights and remedies it may have at law or in equity, to apply for an injunction enjoining and restraining Seller and/or Sensi USA, as the case may be, from doing or continuing to do any such act and any other violations or threatened violations of Section 7.5 hereof without the necessity of posting a bond or undertaking. (d) Seller and Sensi USA agree that a violation of this Section 7.5 will cause irreparable injury to Purchaser, and Purchaser will be entitled, in addition to any ...

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. (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. (2) In performing its duties and obligations under this Agreement, the Manager shall abide by and comply with the provisions and policies set forth in the Articles and By-Laws and any agreements to which the Company is a party. (3) Except for the services to be provided by Manager pursuant to the Master Services Agreement, and for the other services which Manager is permitted to provide (whether with or without TRG's prior approval) pursuant to the Master Services Agreement, Manager shall not provide advisory services of any kind to any Person, other than Company and TRG, for as long as this Agreement remains in effect. The foregoing restriction shall not apply with respect to services rendered by Manager pursuant to any Property Services Agreements (as defined in the Master Services Agreement) which have been or may hereafter be entered into by Manager, as contemplated in the Master Services Agreement. (4) Notwithstanding anything contained in this Agreement to the contrary, wherever Company (as the managing general partner of TRG) has the right, power and authority to deal with Manager pursuant to or in connection with the Master Services Agreement (or any other contract or agreement that may be entered into between TRG and Manager or any Affiliate of Manager), then such right, power and authority shall not be delegated to Manager, and Manager shall have no power or authority to act on behalf of Company (as managing general partner of TRG) in connection therewith. (5) Pursuant to the terms of the Partnership Agreement of TRG, the right, power and authority of Company (as managing general partner of TRG) to take, make or give, or fail to take, make or giv...

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: (a) Neither the Company nor Parent shall do, or permit their respective subsidiaries to do, any of the following without the prior written consent of the other: (i) Amend its Charter Documents; (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (other than dividends from a Company Subsidiary to the Company or a Parent Subsidiary to Parent) or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (iii) Except as contemplated by or pursuant to Parent’s 2006 Long-Term Incentive Plan, purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock; (iv) Except as contemplated by or pursuant to Parent’s 2006 Long-Term Incentive Plan or pursuant to the exercise of Parent’s outstanding publicly-traded warrants, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or any securities convertible into or exchangeable for shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into or exchangeable for shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible or exchangeable securities; (v) Merge with or acquire all or substantially all of the assets of any other corporation, partnership or other business organization, or otherwise acquire any assets that in the aggregate are material to the business of the Company or Parent, respectively; or (vi) Agree in writing or otherwise agree, commit or resolve to take any of the actions described in subparagraphs (i) through (v) above. (b) The Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent (which consent will not be unreasonably withheld): (i) Drill or recomplete, or commit to drill or recomplete, any Well, except as...

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. 2. Each member of the KP Group agrees on behalf of himself or itself that during the period beginning on the date hereof and ending on December 31, 1998 ("First Restricted Period"), no such member shall engage, directly or indirectly, in any capacity (whether as an owner, employee, agent, independent contractor, consultant, partner or otherwise), in any marketing or consulting activities relating to any hotel or resort in the State of Hawaii without the prior written consent of AVM, which consent may be given or withheld by AVM in its sole and absolute discretion. Each member of the KP Group further agrees that during the period beginning on the day after the last day of the First Restricted Period and for so long thereafter as the Partnership is otherwise offering for sale any previously unsold Intervals, no such member shall engage, directly or indirectly, in any capacity (whether as an owner, employee, agent, independent contractor, consultant, partner or otherwise), in any marketing or consulting activities relating to the sale of time share intervals by or relating to any hotel or resort on the Island of Maui. Each member of the KP Group acknowledges that AVM and AVLP would not have entered into this Agreement without the foregoing covenant and that the failure of any member of the KP Group to comply with this covenant will cause the Partnership, AVM, AVLP and the partners of AVLP to be materially damaged. Without waiving any other remedy which the Partnership, AVM, AVLP...

Restrictions on Certain Activities. For a period of three years from the date of this Agreement, neither Licensee nor its principal, Xxxxxxxx Xxxxxx, shall, collectively or individually: A. own or control more than 10% of the capital stock of Licensor; B. either for themselves or any other person actively offer or propose to affect: (i) any acquisition of a controlling interest in the debt or equity securities (or beneficial ownership thereof) of the Licensor or all or substantially all of the assets of the Licensor; (ii) any tender or exchange offer, merger or other business combination involving Licensor; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Licensor; (iv) any solicitation of proxies or consents to vote any voting securities of the Licensor; or (v) actively form or voluntarily join in a “group” (as defined in the Securities Exchange Act of 1934) with respect to the securities of the Licensor. Notwithstanding the foregoing, neither Cenco nor Xxxxxxxx Xxxxxx shall be in any way restricted in offering for sale and selling shares of the Licensor’s capital stock, or in voting such shares in connection with any matter properly brought before the stockholders of Licensor.

Restrictions on Certain Activities. Except as contemplated by ---------------------------------- this Agreement, prior to the Effective Time none of the Parties will, without the prior consent of the others, do any of the following: (a) Amend its Federal Stock Charter or Certificate of Incorporation or bylaws, or merge into or consolidate with any other corporation, or change in any manner the rights of its outstanding shares of capital stock or the character of its principal business. (b) Issue or sell, or issue options or rights to acquire, or enter into any contract or commitment to issue or sell, any shares of its capital stock, or subdivide or in any way reclassify any shares of its capital stock, except for (i) shares of common stock issued under the ESOP; (ii) options and rights which may be granted by the Bank pursuant to its Option Plans and shares of its common stock issued upon exercise of options; (iii) shares of common stock issued under the Recognition and Retention Plans; and, (iv) the shares of its common stock to be issued by Interim to the Holding Company; (c) Acquire or agree to acquire any shares of its capital stock; (d) Make or contract for any substantial acquisition of assets except in the ordinary course of business; or (e) Sell, dispose of or encumber any substantial and material property or assets, or engage in any material activity or transaction, except in the ordinary course of business.

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) 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: (i) acquire, directly or indirectly, or serve as an employee, director, officer, manager, partner, adviser, consultant or agent of any person, entity or group which acquires directly or indirectly, any voting securities of the Company if, following such acquisition, such Executive, together with his affiliates, or such person, entity or group would directly or indirectly be the Beneficial Owners under Rule 13d-3 under the Securities Exchange Act of 1934 of voting securities of the Company representing in the aggregate more than 20% of the total combined voting power of all issued and outstanding securities of the Company; or (ii) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to any recommendation of the Board of Directors of the Company.