Restrictions on other activities Sample Clauses

Restrictions on other activities. 16.1 The Executive must disclose, in writing, all interests in any business other than that of the Employer, or a Group Company save for holdings of no more than 5 per cent of issued shares of any one company listed on a recognised investment exchange. 16.2 The Executive shall obtain the Board's prior written approval before accepting appointment as a Director of any company outside the Group, such approval shall not be unreasonably withheld in relation to the Executive holding up to two non-executive directorships (only one of which may be of a FTSE 100 company), which do not conflict with the interests of the Group. 16.3 The Executive shall comply and will use his best endeavours to comply with every rule of law, the rules, principles and regulations of the London Stock Exchange plc and The Stock Exchange of Hong Kong Limited, every regulation of the Financial Services Authority and every requirement, recommendation and regulation of the Employer and the Group. Compliance also relates specifically to dealings in shares, debentures or other securities of Group Companies and unpublished price-sensitive information affecting such shares. Breach of this clause is likely to result in disciplinary action. Back to Contents 16.4 The Executive shall not (and shall procure so far as he is able that his spouse, infant children and other connected persons, within the meaning of section 346 Companies Xxx 0000, shall not) deal or become or cease to be interested (within the meaning set out in Part I Schedule XIII Companies Act 1985) in any securities of the Employer or Group Companies, except in accordance with the Employer's code for securities transactions by directors. 16.5 Other than any special discount available to the Employer's employees generally, the Executive shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission in respect of any sale or purchase of goods or services or other business transacted on behalf of the Employer or any Group Company. The Executive must account to the Employer (or other Group Company as applicable) for any discount, rebate or commission received. 16.6 The Executive will not, during the Employment, introduce to any other person, firm, company or organisation business of a kind with which a Group Company is able to deal and he will not derive any financial interest or benefit from contracts or transactions entered into by a Group Company without first disclosing the interest or benefit to...
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Restrictions on other activities. 10.1 During your employment you shall not (except with the prior written consent of the CEO and/or such other person as may be notified to you in writing from time to time) accept any appointment to any office in relation to any body (whether corporate or not) or be directly or indirectly employed, engaged, concerned or interested in any other business or undertaking whatsoever, save for the business(es) of the Company and/or any Affiliate or on behalf of such company and save for (i) holding a non-executive directorship in the two corporations disclosed to the Company that you currently own that are not active, and which will remain not active during your employment and (ii) the External Interests defined in clause 10.3 below which have previously been approved in writing by the CEO. 10.2 Clause 10.1 shall not prohibit the holding (directly or through nominees), for bona fide investment purposes only, of investments in any public company listed on any Recognised Investment Exchange, provided that not more than 1 per cent of the issued shares or other securities of any class of any one company shall be so held (“a Permitted Investment”). Clause 10.1 shall further not prohibit the holding (directly or through nominees), for bona fide investment purposes only, of investments in any privately-owned company if the CEO has consented in writing to the investment in question after you have fully disclosed to the CEO in writing the circumstances, amount and purpose of the investment. 10.3 For the avoidance of doubt, clause 10.1 applies to non-executive directorships, offices, appointments, expert consultancies, and other comparable external interests (‘External Interests’). You may not hold External Interests without the CEO’s prior written consent. This consent may be refused absolutely or granted on such conditions as the CEO considers to be reasonable at any time. Those conditions may be varied subsequently or any consent withdrawn in the CEO’s absolute discretion. For your guidance but without limitation to the CEO’s discretion, (a) no consent will be granted for External Interests in the first six to twelve months following the commencement of your employment, the precise duration depending upon the performance of the European Division and (b) any consent which is later granted will be subject to a condition about the amount of time which the External Interest may occupy, ordinarily an aggregate maximum of 4 to 6 days of your time per annum (regardless of the...
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Restrictions on other activities. (1) For as long as this Agreement remains in effect, Manager shall not engage in any activities or perform any services that are not for the benefit of Owner, without Owner's prior approval. Owner hereby approves Manager providing (a) construction, architectural or other work or services for any tenants of a (anticipated) Regional Center, and (b) administrative, shareholder and other corporate services for Taubman Centers, Inc., one of the constituent partners of Owner pursuant to the Corporate Services Agreement attached hereto as Exhibit A, provided that, in each case, Manager is reasonably compensated for such work or services by Persons other than Owner. (2) Owner agrees that it will approve any work, services or activities that Manager desires to perform that is not for the benefit of Owner, but that is tor the benefit of AAT Affiliates, provided that (i) Manager receives adequate compensation from Persons other than Owner for such services and activities, and (ii) such services and activities do not represent during any calendar year more than fifteen percent (15%) of the total of all of the services and activities performed or provided by Manager (measured on the basis of Manager's revenues and the sources of such revenues for such calendar year, determined on an accrual basis) and (iii) such services and activities do not adversely affect the Manager's ability to perform its duties hereunder. Manager shall provide reports to Owner, on a regular but no more often than quarterly basis, of Manager's activities described in this Section 6.3(2). (3) In the event that Manager desires to provide Development Services or Management Services in respect of an Other Retail Property in which Owner has no direct or indirect Beneficial Interest, then the following provisions shall be applicable: (a) Manager shall not provide any such services in respect of the subject Other Retail Property without Owner's approval, which may be withheld for any reason whatsoever (including, without limitation, because the provision of such services by Manager would result in certain of Owner's constituents being subjected to certain adverse tax consequences); (b) If and to the extent that the monetary compensation that Manager receives for the provision of services to the subject Other Retail Property exceeds the commercially reasonable value of the services so provided, then the excess monetary consideration received by Manager shall be paid over to Owner; and (c) If and to the ...
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Restrictions on other activities. The Executive must disclose, in writing, all interests in any business other than that of the Employer, or a Group Company save for holdings of no more than 5 per cent. of issued shares of any one company listed on a recognised investment exchange.
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Restrictions on other activities. BY THE EXECUTIVE 1 15. CONFIDENTIAL INFORMATION AND COMPANY DOCUMENTS 1 16. INVENTIONS AND OTHER INTELLECTUAL PROPERTY 1 17. TERMINATION 1 18. RESTRICTIVE COVENANTS 1 19. DISCIPLINARY AND GRIEVANCE PROCEDURES 1 20. DATA PROTECTION 1 21. NOTICES 1 22. FORMER AGREEMENTS 1 23. GARDEN LEAVE 1 24. CHOICE OF LAW AND SUBMISSION TO JURISDICTION 1 THIS AGREEMENT is dated 29th March 2007 and is made BETWEEN:
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Restrictions on other activities. 8.1 For so long as the Employee is employed under the terms of this Agreement but without prejudice to Clauses 8.2, 9 and 12, the Employee shall not and shall procure his Affiliates not to (except with the prior sanction of a resolution of the Board): 8.1.1 be directly or indirectly engaged in or concerned with or interested in any other business which is in any respect in competition with or in opposition to, directly or indirectly, any business for the time being carried on by any company or entity within the Group, provided that, this shall not prohibit the holding (directly or through nominees) of investments listed on any stock exchange as long as not more than five (5) per cent, of the issued shares or stock of any class of any one company shall be so held without the prior sanction of a resolution of the Board (save that this restriction shall not apply to any holding of shares of the Company); and 8.1.2 be interested in any project or proposal for the acquisition or development of or investment in any business or asset in which any member of the Group has been, during the continuance of this Agreement, or is considering to acquire, develop or invest unless the Group shall have decided against such acquisition, development or investment or invited the Employee or his Affiliates in writing to participate in, or consented in writing to the Employee's or his Affiliates acquisition or development of or investment in, such business or assets. 8.2 The Employee covenants with and undertakes to the Company that he shall not and that he shall procure that none of his Affiliates during his employment or at any time after the expiry thereof or its sooner determination, use the name of any member of the Group in the PRC, Hong Kong or any other part of the world, or use in the PRC, Hong Kong or any other territory in which the Group then operates any name which is the same as or similar to any of the registered or unregistered trade or service marks of the Group or any brand name or proposed brand name of any of the Group's products or service or proposed products or service, or represent himself or themselves as carrying on or continuing or being connected with any member of the Group or its business for any purpose whatsoever. 8.3 The Employee shall not and shall procure his Affiliates, either during or after the termination of his employment without limit in point of time, not to:
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Related to Restrictions on other activities

  • Restrictions on Other Agreements No Principal Stockholder shall, directly or indirectly, grant any proxy or enter into or agree to be bound by any voting trust, agreement or arrangement of any kind with respect to its shares of Common Stock if and to the extent the terms thereof conflict with the provisions of this Agreement (whether or not such proxy, voting trust, agreement or agreements are with other Principal Stockholders, holders of shares of Common Stock that are not parties to this Agreement or otherwise).

  • Restrictions on Business Activities There is no agreement, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries which has or reasonably could be expected to have, whether before or after consummation of the Merger, the effect of prohibiting or materially impairing any current business practice of the Company or any of its Subsidiaries, any contemplated acquisition of property by the Company or any of its Subsidiaries or the conduct by the Company or any of its Subsidiaries of its business as currently conducted or as currently proposed to be conducted.

  • Restrictions on Investments The Company shall not, nor shall it permit any Subsidiary to, make any Investments other than: (a) ordinary course Investments made by the Company or any of its Subsidiaries from time to time in cash and cash equivalents; (b) subject to Sections 10.1(d), 10.3(d)(solely in respect of the proviso thereof) and 10.4.3, Investments in the Company or any of its Subsidiaries; (c) Investments consisting of guarantees by the Company or any of its Subsidiaries of any Indebtedness permitted pursuant to Section 10.1; and (d) other Investments so long as (i) the Company and its Subsidiaries are in compliance with each of the financial covenants set forth in Sections 10.13 and 10.14 hereof, determined on a pro forma basis (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA permitted pursuant to the Bank Credit Agreement during the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Investment (with such amounts adjusted as if such Investment occurred on the first day of the applicable Pro Forma Reference Period), (ii) at the time of such Investment, no Default or Event of Default has occurred and is continuing or would result therefrom, and (iii) to the extent such proposed Investment constitutes a transaction described in Section 10.4.1, the Company and its Subsidiaries comply with the additional requirements set forth in such Section 10.4.1; provided, that the aggregate amount of all Investments in non-Wholly-Owned Subsidiaries of the Company shall not exceed 10% of consolidated total assets of the Company and its Subsidiaries (as determined by reference to the most recent balance sheet delivered to the holders pursuant to Section 7.1 or, if earlier than the first delivery thereunder, as indicated on a combined basis terms in the Audited Financial Statements); provided, further, that the aggregate amount of all Investments of any type of business other than the businesses conducted by the Company or its Subsidiaries on the date of the Assumption Agreement and in related businesses shall not exceed $200,000,000 (or its equivalent in the relevant currency) at any time outstanding. Waste Connections, Inc. Note Purchase Agreement

  • Limitations on Activities Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’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. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directors, officers, employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers, employees or stockholders, except as provided in Section 5.02 of this Agreement.

  • Prohibition on Transfers, Other Actions (a) The Covenanting Unitholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered Units, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholder’s representations, warranties, covenants and obligations under this Agreement, (iii) take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

  • Restrictions on Business There shall be no restrictions on the business that Amalco may carry on.

  • Restrictions on Resales The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

  • Restrictions on Use This XXXX grants You the right to install and use the Licensed Materials in accordance with the terms under which You have licensed the Licensed Materials from Altium. Notwithstanding the foregoing, Altium permits You to make a Temporary Use of the Licensed Materials so long as such use does not result in the use of more copies of the Licensed Materials than You are permitted to use at any given time, if Your license is so restricted hereunder. In the event that You desire to expand or extend Your use, or to migrate to different Products or functionality within any such Products You must notify Altium prior to any such expanded or extended use and arrange for the licensing of the applicable Licensed Materials. 2.4.1. In no event shall You: a) allow any of Your affiliates, subsidiaries or divisions, any portion of Your business located at a different geographic site, or third parties, to copy, have access to or use any portion whatsoever of the Licensed Materials unless You have licensed the Licensed Materials on a Continental License or Global License basis that would permit such use; notwithstanding the foregoing, You may make a Temporary Use of the Licensed Materials as stated in Section 2.3 above; b) allow any third party to have access to or use any portion whatsoever of the Licensed Materials, unless such access or use is in connection with a Temporary Use by You in carrying out a legitimate business purpose that does not otherwise violate the terms of this XXXX, including but not limited to the restrictions on number of users, if such restrictions apply to Your license hereunder; c) make copies of the Licensed Materials for use by any of Your other affiliates, subsidiaries or divisions, or by any third party; d) allow more than the number of permitted persons to access and use the Licensed Materials at any one time, (whether involving a single license or a license that allows multiple users), including any Temporary Uses, unless you have negotiated with Altium for a license that permits an unlimited number of users to access and use the Licensed Materials; e) allow persons not covered by the geographic scope of Your licenses to use the Licensed Material on a “floating” or other basis; or f) using the Licensed Materials in any way that is not in compliance with Permitted Uses. 2.4.2. In the event that You have licensed the Licensed Materials for use in connection with a single computer, You may install and use only a single copy thereof at any given time, and said copy may be used only by You; provided, however, that if You have licensed the Licensed Materials for use on a single computer: a) you may install a second copy of the Licensed Materials on a home computer solely for use in connection with, and governed by, the License granted herein, so long as such copy is never used simultaneously with the original copy; and b) You may make a back-up, archival copy thereof that You shall install and use only in the event the original copy of the Licensed Materials is lost, corrupted or in some other way made unavailable other than through use or possession by another person. 2.4.3. In the event that You have licensed the Licensed Materials on a Single Site License, Continental License or Global License basis, this XXXX allows as many persons employed or hired as contractors (so long as such contractors have entered into an appropriate form of confidentiality agreement) by You to simultaneously use the Licensed Materials as are permitted under the license obtained from Altium. At no time shall You permit the number of persons that may access and/or use the Licensed Materials to exceed the number of persons for whom You have licensed the same, including in connection with any Temporary Use. You understand and agree that such use beyond that licensed hereunder, whether by allowing excess persons to use the Licensed Materials or otherwise, shall constitute not only breach of this XXXX, but violation of national and international copyright and patent laws. ENGAGING IN ANY USE OF THE LICENSED MATERIALS BY PERSONS BEYOND THE NUMBER PERMITTED TO USE THE SAME, AT SITES FOR WHICH THE LICENSED MATERIALS ARE NOT LICENSED (EXCEPT FOR PERMITTED TEMPORARY USES) OR BY PERSONS NOT AUTHORIZED UNDER YOUR LICENSE TO USE THEM SHALL RESULT IN IMMEDIATE TERMINATION OF THIS XXXX, WHETHER OR NOT ALTIUM IS AWARE OF YOUR ACTIVITIES AT THE TIME OR DISCOVERS THEM LATER. ANY FURTHER USE OF THE LICENSED MATERIALS BY YOU SUBSEQUENT TO SUCH TERMINATION WILL EXPOSE YOU TO LIABILITY FOR COPYRIGHT INFRINGEMENT AND OTHER CLAIMS. 2.4.4. You may increase the number of persons or sites permitted to use the Licensed Materials at any one time, or the features and functionality of Your Licensed Materials through Extensions or otherwise, by paying Altium additional license fees in accordance with then-applicable pricing, provided that such additional persons in no way access or use the Licensed Materials, or the additional functionality, prior to any such additional license fees being paid by You. In the event that any provision of this XXXX is breached by You, the license granted herein shall automatically terminate, without further action by Altium and whether or not You abide by such termination. Failure of Altium to learn about any such breach shall not constitute a basis for You to assert that You are not in breach hereof, or that Altium has acquiesced in such breach.

  • Restrictions on Testing If the Engineer will perform commercial laboratory testing under this contract, on any project the Engineer may not perform more than one of the following types of testing: 1. verification testing; 2. quality control testing; or 3. independent assurance testing

  • 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.