RESTRICTIVE CLAUSES Clause Samples

RESTRICTIVE CLAUSES. 6.01 KCD agrees that it will not participate or engage in any Regulation S Private Placement Transactions with any other distributor or foreign purchaser other than through BERKSHIRE for a period of 90 days subsequent to the Closing of the last Regulation S transaction by or through BERKSHIRE. For a period of six months from the last Reg S Closing, KCD agrees to grant BERKSHIRE the First Right of Refusal on all Regulation S Transactions (BERKSHIRE wold ▇▇▇e ten days to match any bona fide offer and have 20 additional days to complete same). 6.02 In the event KCD engages in a non-Regulation S Private Placement (Reg. D or 4(2) financing), for a period of three months after the last Reg S Closing, KCD hereby agrees not to sell any stock to a non-U.S. resident or any one else who might qualify for a Regulation S transaction. 6.03 KCD hereby agrees to use its best efforts to prevent its officers, directors and more than 5% shareholders from selling any of their shares pursuant to Rule 144(g) and (k) for a period of 90 days after the last closing.
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RESTRICTIVE CLAUSES. Pursuant to and for the purposes of Articles 33 and 34 of Legislative Decree 206/2005 and Articles 1341, paragraph 2, and 1342 of the Italian Civil Code, the following restrictive clauses contained in the General Terms and Conditions of Contract are specifically approved: Art.
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RESTRICTIVE CLAUSES. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of any Loan Party to (a) make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, such Loan Party or any other Subsidiary of such Loan Party, (b) make loans or advances to, or other Investments in, any Loan Party or any other Subsidiary of any Loan Party or (c) transfer any of its assets to any Loan Party or any other Subsidiary of any Loan Party, except for such Liens or restrictions existing under or by reason of any restrictions existing under the Loan Documents or the High Yield Documents. Enter into any agreement (excluding this Agreement, any other Loan Document or the High Yield Documents) prohibiting (a) any Loan Party from amending or otherwise modifying this Agreement or any other Loan Document or (b) the creation or assumption of any Lien upon the properties, revenues or assets of any Loan Party, whether now owned or hereafter acquired. Enter into any agreement to effect a transaction that is prohibited under this Agreement or any other Loan Document, unless such agreement is expressly subject to the written consent of the Lenders hereunder.
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RESTRICTIVE CLAUSES. 6.01 SCMS agrees that it will not participate or engage in any Regulation S Private Placement Transactions with any other distributor or foreign purchaser other than through BERKSHIRE for a period of 90 days subsequent to the Closing of the last Regulation S transaction by or through BERKSHIRE. For a period of six months from the last Reg S Closing, SCMS agrees to grant BERKSHIRE the First Right of Refusal on all Regulation S Transactions (BERKSHIRE would have 48 hours to match any bona fide offer and have 5 additional business days to complete same). 6.02 In the event SCMS engages in a non-Regulation S Private Placement (Reg. D or 4(2) financing), for a period of three months after the last Reg S Closing. SCMS hereby agrees not to sell any stock to a non-U.S. resident or any one else who might qualify for a Regulation S transaction without: (i) BERKSHIRE's written consent which shall not be unreasonably withheld; or (ii) written representations and agreements from any non-U.S. resident purchaser that such purchaser agrees to comply with the applicable provisions of Regulation D under the Securities Act, and not to avail themselves of the 40-day holding period of Regulation S. 6.03 The provisions of Section 6.01 and 6.02 do not apply unless and until BERKSHIRE has completed the full $1,000,000 Offering and funded the net proceeds thereof to SCMS.
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RESTRICTIVE CLAUSES. Employment - Both parties agree not to either directly or indirectly approach any employee or former employee of the other party, including up to a period of 3 months after such an employee has left the employment of either party: - with an offer of employment - to encourage or participate in any discussion of potential employment, and - to enter into any other partnership of association.
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RESTRICTIVE CLAUSES. 1.1 Non-competition Obligations (a) During the period in which ECARX holds any equity interest in the Company and for a period of three (3) years thereafter, ECARX shall not develop, manufacture, or distribute any electric vehicles or other complete vehicle products in China. (b) During the Operation Period of the Company, if ECARX or any affiliate of ECARX intends to collaborate with a third party (whether through investment in such third party or establishment of a joint venture with such third party) to develop, produce, or distribute any electric vehicles or other complete vehicle products outside of China, smart and its affiliates shall have the right of first negotiation to enter into such collaboration with ECARX (or ECARX shall cause its affiliates to do so) on equal terms and conditions. (c) During the Operation Period of the Company, if smart or any affiliate of smart intends to collaborate with a third party (whether through investment in such third party or establishment of a joint venture with such third party) to design, produce, or sell automotive intelligent cockpit products outside of China, ECARX and its affiliates shall have the right of first negotiation to enter into such collaboration with smart (or smart shall cause its affiliates to do so) on equal terms and conditions.
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RESTRICTIVE CLAUSES. 5.2.1 The Mandatee will fully comply with the following restrictive clauses: (a) During the exercise of his/her mandate in the Company and for a period of 12 (twelve) months after its end he/she will not: (i) procure control participations or become significant shareholder in a Romanian or foreign company which is not listed on a regulated stock exchange that performs the same activity or a similar one with the Company᾽s, or which has regulated business relations with the Company, or (ii) act as administrator, director, managing boards member, censor, auditor / Supervisory Board member, employee, agent or representative of a Romanian or foreign company which competes with the Company, or provide in any way, in his/her personal interest or into the interest of a third person having the same activity or a similar one with the Company᾽s, similar services with those provided to the Company. (b) During the exercise of his/her mandate in the Company and for a period of 12 (twelve) months after its end the Mandatee commits not to engage in any disloyal competition deed either directly or indirectly, on his/her behalf or in his/her name or to the benefit of a third party, including without limitation by challenging or attempting to challenge any Company employee, consultant, supplier, purchaser or independent contractor or of the affiliates᾽ to end his/her relation to the Company or to the affiliates or to provide (c) During the exercise of his/her mandate in the Company the Mandatee will not allow to be influenced when fulfilling his/her Tasks by his/her personal interests, those of his spouse/her husband or by the interests of his/her relatives up to the fourth degree or by pressures of any kind and will refrain from any Conflict of Interests. Any possible Conflict of Interests shall be stated in due time in written form to the Company. (d) During the exercise of his/her mandate in the Company the Mandatee will not get involved in any activities, partnerships, investments or any other associations that might influence in any way the fulfilment of his/her Tasks and the Company᾽s interests. 5.2.2 In case of any trespassing of his/her obligations established under clause 5.2.1 above the Mandatee will pay the Company an amount representing full compensation of the direct damage incurred by the Company, actually proven. To remove any doubt the task of proving the prejudice devolves to the Company. 5.2.3 In case of ending the Mandate Contract regardless of reason the ...
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RESTRICTIVE CLAUSES 
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Related to RESTRICTIVE CLAUSES

  • Restrictive Covenants In consideration of his employment and the other benefits arising under this Agreement, the Employee agrees that during the term of this Agreement, and for a period of three (3) years following the termination of this Agreement, the Employee shall not directly or indirectly: (a) alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor or stockholder of, or lender to, any company or business, (i) engage in the business of solid waste collection, disposal or recycling (the "Solid Waste Services Business") in any market in which the Company or any of its subsidiaries or affiliates does business, or any other line of business which is entered into by the Company or any of its subsidiaries or affiliates during the term of this Agreement, or (ii) compete with the Company or any of its subsidiaries or affiliates in acquiring or merging with any other business or acquiring the assets of such other business; or (b) for any reason, (i) induce any customer of the Company or any of its subsidiaries or affiliates to patronize any business directly or indirectly in competition with the Solid Waste Services Business conducted by the Company or any of its subsidiaries or affiliates in any market in which the Company or any of its subsidiaries or affiliates does business; (ii) canvass, solicit or accept from any customer of the Company or any of its subsidiaries or affiliates any such competitive business; or (iii) request or advise any customer or vendor of the Company or any of its subsidiaries or affiliates to withdraw, curtail or cancel any such customer's or vendor's business with the Company or any of its subsidiaries or affiliates; or (c) for any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Company or any of its subsidiaries or affiliates at or within the prior six months, or in any manner seek to induce any such person to leave his or her employment. Notwithstanding the foregoing, the beneficial ownership of less than five percent (5%) of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this Section.

  • Restrictive Agreements, etc Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

  • Restrictive Agreements No Loan Party will directly or indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon: (a) the ability of such Loan Party to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Administrative Agent or the Canadian Agent, as applicable; or (b) the ability of any Subsidiary thereof to pay dividends or other distributions with respect to any shares of its Capital Stock to such Loan Party or to make or repay loans or advances to a Loan Party or to guarantee Indebtedness of the Loan Parties; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Applicable Law, by any Loan Document, or under any documents relating to joint ventures of any Loan Party to the extent that such joint ventures are not prohibited hereunder, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or equity permitted hereunder by a Loan Party or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets of the Loan Party or Subsidiary that are to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in contracts or leases restricting the assignment or subleasing or sublicensing thereof, (v) the foregoing shall not apply to any agreement relating to Indebtedness under the Indentures, the Term Loan, the Permanent Financing Facility, the CMBS Facilities, the Supplemental Real Estate Facilities (or any facilities replacing or refinancing such facilities), or Indebtedness of Foreign Subsidiaries (other than the Canadian Loan Parties) permitted hereunder (solely to the extent such restrictions are limited to the such Foreign Subsidiaries, (vi) clause (a) of the foregoing shall not apply to licenses or contracts which, by the terms of such licenses and contracts, prohibit the granting of Liens on the rights contained therein, and (vii) the foregoing shall not apply to any restrictions in existence prior to the time any such Person became a Subsidiary and not created in contemplation of any such acquisition.

  • PROPRIETARY/RESTRICTIVE SPECIFICATIONS If a prospective bidder considers the specification contained herein to be proprietary or restrictive in nature, thus potentially resulting in reduced competition, they are urged to contact the Procurement Division prior to bid opening. Specifications which are unrelated to performance will be considered for deletion via addendum to this Invitation for Bids.

  • Restrictive Agreement an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt.