RESTRICTIONS ON VENDORS Sample Clauses

RESTRICTIONS ON VENDORS. 14.1.1 Xx Xxxxxx hereby undertakes and covenants with the Purchaser (for the benefit of the Purchaser and as trustee for the benefit of the Company and its successor in title to the business) that he shall not:- 14. 1.1 for a period of three years from Completion be directly or indirectly interested or concerned in or assist in carrying on any business undertaking company or firm carrying on business in (the United Kingdom) or any part thereof for the import and export and sale of herbs or any business which is otherwise competitive with any of the respective businesses carried on by the Company at the date hereof provided that nothing herein contained shall prevent him from:- (a) being the holder of or from being beneficially interested in any class of securities in any company if such class of securities is listed and dealt in on the Stock Exchange or any other recognised investment exchange where Xx Xxxxxx (together with his spouse and children) neither holds nor is beneficially interested in more than a total of five per centum of any single class of the securities in that company (b) continuing to carry on or be interested or concerned in any other business which is at the date hereof carried on by him or in which he is concerned or interested 14. 1.2 for a period of three years from Completion (other than on behalf of the Company) either on his own account or on behalf of any other person firm or company solicit orders or contracts for goods of similar type to those being manufactured or dealt in or for services similar to those being provided by the Company at the date hereof from any person firm or company who or which is at Completion or has been at any time within the twelve months prior to Completion a customer of or supplier to the Company; or 14. 1.3 for a period of three years from Completion either on his own account or on behalf of any other person firm or company solicit the employment for the purposes of a similar business to that carried on by the Company at Completion of any person who is at Completion or who has within the six months prior to Completion been an officer or employee of the Company (provided that the placement by Xx Xxxxxx of any advertisement for staff in any newspaper or magazine shall not of itself be treated as a breach of this Clause 14.1.3); or 14. 1.4 at any time hereafter in relation to a trade or business competitive or likely to be competitive with that carried on by the Company at Completion use or (insofar as ...
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RESTRICTIONS ON VENDORS. 8.1. The Vendors shall not and shall procure that each other member of the Retained Group shall not (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged or (except as the owner for investment of securities dealt in on a regulated exchange and not exceeding 3% in nominal value of the securities of that class) interested economically or otherwise in any manner whatsoever in any Competing Business during a period of two years after Completion. For this purpose, "
Sample 1
RESTRICTIONS ON VENDORS. 5.2.1 Without prejudice to the generality of Section 5.1.1, between the period from the date hereof to the Closing Date, the Vendors shall discuss with representatives of the Purchasers (nominated in advance by the Purchasers for such purpose and agreed to in writing by the US Vendor) in reasonable detail those actions that are material to the Operations, and the Vendors shall not, without the prior written consent of the Purchasers, which consent in the case of subsection (h) will not be unreasonably withheld or delayed : (a) conduct the Operations in any manner except in the ordinary course of business it being agreed and understood that all established procedures for the approval of Contracts shall continue to be followed; or (b) except for liabilities incurred in the ordinary course of business (which for purposes hereof shall include budgeted capital expenditures within the approval limits of the general management of the Operations), pay or incur or agree to pay or incur any amount, obligation or Liability relating to such Operations (absolute or contingent) (including in respect of any purchase, lease or other acquisition of assets) that is more than $150,000 in any specific case or $400,000 in the aggregate; or (c) grant any general or uniform increase in the rates of pay or benefits to the Employees (or any class thereof) in excess of 3.5% per annum; or, except in connection with any severance or termination that will occur prior to Closing, enter into any new severance agreement that would be required to be disclosed pursuant to the Warranties contained herein; or enter into any collective bargaining agreement with respect to the Operations other than as may be required by Law or Contract; or (d) except in the ordinary course of business, sell, transfer, mortgage, encumber, abandon or otherwise dispose of any assets or Liabilities relating to the Operations, except (x) for dispositions of property not greater than $400,000 in the aggregate, (y) dispositions of Inventory relating to the Operations in the ordinary course of business or (z) as contemplated by this Agreement; or (e) grant credit to any customer or distributor of the Operations on terms substantially more favorable than the terms on which credit has been extended to such customer or distributor in the past or change the terms of any credit previously extended; or (f) settle any dispute, waive any right or cancel any debt or claim on behalf of or relating to the Operations other than i...
Sample 1
RESTRICTIONS ON VENDORS. 18.1. The Vendors jointly and severally undertake to and with the Purchaser that neither of them will either on their own account (whether jointly or individually) or in conjunction with others and whether directly or indirectly: 18.1.1. for a period of 2 years from the Transfer Date establish develop carry on or assist in carrying on or be engaged concerned interested or employed in or provide technical commercial or professional advice to any other business enterprise or venture which supplies goods and/or services which are competitive with or are of the type supplied by the Business at the Transfer Date within a radius of 50 miles of Unit 00 Xxxxxxxxxxx Xxxxxxx Xxxxxx Xxxcxxxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX00 0XX; 18.1.2. for a period of 2 years from the Transfer Date solicit canvass or entice away (or endeavour to solicit canvass or entice away) from the Business or the Purchaser the custom of any person firm or company who was at any time 18.1.3. for a period of 2 years from the Transfer Date deal or contract with any person firm or company who was at any time during the period of 48 months immediately preceding the Transfer Date a client or customer of the Business or negotiating with the Vendors in relation to the Business for the supply of goods or services or in the habit of dealing with the Vendors in relation to the Business for the purpose of offering to such person firm or company goods or services similar to or materially competing with those of the Business; 18.1.4. for a period of 2 years from the Transfer Date solicit canvass or entice away (or endeavour to solicit canvass or entice away) any of the Transferring Employees from the Purchaser or any of its subsidiaries whether or not such person would commit a breach of contract by reason of leaving service; 18.1.5. at any time after the Transfer Date disclose to any person or use for any purpose any Know-how and shall use all reasonable endeavours to prevent the publication or disclosure of any Know-how; 18.1.6. at any time after the Transfer Date carry on business or trade under a name which is identical or similar to any names used by the Business or which suggests any connection with the Business or the Purchaser; and 18.1.7. do anything which might prejudice the Goodwill of the Business.
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RESTRICTIONS ON VENDORS 
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Related to RESTRICTIONS ON VENDORS

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

  • Restrictions on Lobbying The subrecipient shall not use funds made available to it under this Agreement to pay for, influence, or seek to influence any officer or employee of a State or Federal government.

  • Restrictions on Holders Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

  • Restrictions on Use Tenant shall use the Premises and Landlord’s Equipment in a careful, safe and proper manner, shall not commit or suffer any waste on or about Landlord’s Property or with respect to Landlord’s Equipment, and shall not make any use of Landlord’s Property and/or Landlord’s Equipment which is prohibited by or contrary to any laws, rules, regulations, orders or requirements of public authorities, or which would cause a public or private nuisance. Tenant shall comply with and obey all laws, rules, regulations, orders and requirements of public authorities which in any way affect the use or operation of Landlord’s Equipment and the use, operation or occupancy of Landlord’s Property. Tenant, at its own expense, shall obtain any and all permits, approvals and licenses necessary for use of the Landlord’s Equipment and the Premises (copies of which shall be provided to the Landlord), provided that Landlord shall be responsible for obtaining a certificate of occupancy for the Building generally (i.e., as opposed to a certificate of occupancy for the Premises after the performance of any work by Tenant, which shall be Tenant’s responsibility) and any other permits, approvals and licenses necessary generally for the use of Landlord’s Equipment and Landlord’s Property. Tenant shall not overload the floors or other structural parts of the Building; and shall not commit or suffer any act or thing on Landlord’s Property which is illegal, unreasonably offensive, unreasonably dangerous, or which unreasonably disturbs other tenants. Tenant shall not knowingly do or permit to be done any act or thing on Landlord’s Property or with Landlord’s Equipment which will invalidate or be in conflict with any insurance policies, or which will increase the rate of any insurance, covering the Building. If, because of Tenant’s failure to comply with the provisions of this Section or due to any use of the Premises or activity of Tenant in or about Landlord’s Property, the Insurance Costs are increased, Tenant shall pay Landlord the amount of such increase caused by the failure of Tenant to comply with the provisions of this Section or by the nature of Tenant’s use of the Premises. Tenant shall cause any fire lanes in the front, sides and rear of the Building to be kept free of all parking associated with its business or occupancy and in compliance with all applicable regulations. Tenant shall conduct its business at all times so as not to annoy or be offensive to other tenants and occupants in Landlord’s Property. Tenant shall not permit the emission of any objectionable noise or odor from the Premises and shall at its own cost install such extra sound proofing or noise control systems and odor control systems, as may be needed to eliminate unreasonable noise, vibrations and odors, if any, emanating from the Premises being heard, felt or smelled outside the Premises. Tenant shall not place any file cabinets bookcases, partitions, shelves or other furnishings or equipment in a location which abuts or blocks any windows.

  • 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.

  • 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 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 Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Restrictions on Competition During the term of this Agreement and for a period of one year after you cease to be an employee of DFC or an affiliate of DFC, you will not, without the prior written consent of DFC, (a) accept employment or render service to any person, firm or corporation, directly or indirectly, in competition with DFC, or any affiliate thereof for any purpose which would be competitive with the business of DFC and its affiliates within the Commonwealth of Puerto Rico or any other geographic area in which DFC or any affiliate of DFC by which you were employed, conducted operations (the "Restricted Area") or any business as to which studies or preparations relating to the entry into which were made by DFC or any affiliate of DFC by which you were employed within one year prior thereto (collectively, the "Restricted Businesses") or (b) directly or indirectly, enter into or in any manner take part in or lend your name, counsel or assistance to any venture, enterprise, business or endeavor, whether as proprietor, principal, investor, partner, director, officer, employee, consultant, adviser, agent, independent contractor or in any other capacity whatsoever for any purpose which would be competitive with the Restricted Businesses in the Restricted Area. An investment not exceeding 5% of the outstanding stock in any corporation regularly traded on any national securities exchange or in the over-the-counter market shall not be deemed to violate this provision, provided that you shall not render any services for such corporation.

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