Restrictive Covenant Breach Sample Clauses

Restrictive Covenant Breach. If you breach any of the terms of the restrictive covenants in Sections I., II., or III. of this Grant Agreement, (1) the terms of those Sections will be extended by the period of the breach, and (2) any and all Restricted Stock Units granted under this Agreement that are not yet vested shall be immediately and irrevocably forfeited. This paragraph does not constitute Fifth Third’s exclusive remedy for any violation of your restrictive covenant obligations, and Fifth Third may seek additional legal or equitable remedies, including injunctive relief, for any such violation or breach.
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Restrictive Covenant Breach. By accepting the Restricted Stock Units and Dividend Equivalent Rights, the Participant acknowledges and agrees that he or she continues to be bound by the restrictive covenants contained in the Participation Agreement between Legacy Xxxxxxx and the Participant entered into in connection with the Participant’s designation as a participant under Legacy Xxxxxxx’x Amended and Restated 2019 Management Severance Benefits Plan for U.S. Employees effective as of October 31, 2019 (the “Legacy Xxxxxxx Xxxxxxxxx Plan Participation Agreement”). The Company may cancel, rescind, suspend, withhold or otherwise limit or restrict all Restricted Stock Units and Dividend Equivalent Rights under this Agreement at any time that the Participant is not in compliance with Section 5(e) [Non-Solicitation/Non-Hire of Company Group Employees and Other Service Providers] or Section 5(f) [Non-Competition] of the Legacy Xxxxxxx Severance Plan Participation Agreement (the “Restrictive Covenants”). If the Participant chooses to violate the Restrictive Covenants, the Company shall be entitled to cancel all outstanding Restricted Stock Units and Dividend Equivalent Rights under this Agreement and receive from the Participant all shares of Common Stock previously issued and all cash dividends previously paid to the Participant under this Agreement, and if the Participant has sold, transferred or otherwise disposed of such Common Stock, the Participant shall immediately pay to the Company the Fair Market Value of such Common Stock on the date(s) such Common Stock was issued, without regard to any taxes that may have been deducted from such amount. To the extent that the Company is required to seek enforcement of the provisions of this Paragraph 7, the Company shall be entitled to an award of attorney fees should it prevail in any such action.
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Restrictive Covenant Breach. The Company may cancel, rescind, suspend, withhold or otherwise limit or restrict all grants of Restricted Stock under this Agreement at any time that the Grantee is not in compliance with subdivisions b and/or c of Paragraph 7 above. If the Grantee chooses to violate subdivisions b and/or c of Paragraph 7 above, the Company shall be entitled to receive from Grantee all vested Restricted Stock previously issued to the Grantee under this Agreement, and if Grantee has sold, transferred or otherwise disposed of the vested Restricted Stock, the Grantee shall immediately pay to the Company the Fair Market Value of such Common Stock on the date(s) such Restricted Stock vested, without regard to any taxes that may have been deducted from such amount. To the extent that the Company is required to seek enforcement of the provisions of Paragraph 7(b) and / or 7(c) above, the Company shall be entitled to an award of attorney fees should it prevail in any such action
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Restrictive Covenant Breach. The Call Right shall expire on the earlier of (i) an Initial Public Offering or (ii) a Change of Control.
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Restrictive Covenant Breach. By accepting the Restricted Stock Units and Dividend Equivalent Rights, the Grantee acknowledges and agrees that he or she continues to be bound by the restrictive covenants contained in Section 10 of the Xxxxxxx Group Inc. (f/k/a Era Group Inc.) Senior Executive Severance Plan adopted June 24, 2015 (the “Senior Executive Severance Plan”). The Company may cancel, rescind, suspend, withhold or otherwise limit or restrict all Restricted Stock Units and Dividend Equivalent Rights under this Agreement at any time that the Grantee is not in compliance with Section 10.2 [Solicitation of Employees and Customers] or Section 10.3 [Non-Competition] of the Senior Executive Severance Plan (the “Restrictive Covenants”). If the Grantee chooses to violate the Restrictive Covenants, the Company shall be entitled to cancel all outstanding Restricted Stock Units and Dividend Equivalent Rights under this Agreement and receive from the Grantee all shares of Common Stock previously issued and all cash dividends previously paid to the Grantee under this Agreement, and if the Grantee has sold, transferred or otherwise disposed of such Common Stock, the Grantee shall immediately pay to the Company the Fair Market Value of such Common Stock on the date(s) such Common Stock was issued, without regard to any taxes that may have been deducted from such amount. To the extent that the Company is required to seek enforcement of the provisions of this Paragraph 7, the Company shall be entitled to an award of attorney fees should it prevail in any such action.
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Related to Restrictive Covenant Breach

  • Restrictive Covenant The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

  • Restrictive Covenants The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur additional Indebtedness, make payments in respect of its Capital Stock or certain Indebtedness, enter into transactions with Affiliates, create dividend or other payment restrictions affecting Subsidiaries, merge or consolidate with any other Person, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets or adopt a plan of liquidation. Such limitations are subject to a number of important qualifications and exceptions. The Company must annually report to the Trustee on compliance with such limitations.

  • Covenant Breaches The Borrower, any Guarantor or any of their respective Subsidiaries shall fail to (i) perform or observe any covenant contained in Section 5.02(a), Section 5.03, Section 5.06(e), Section 5.09, Section 5.12, or Article VI of this Agreement or (ii) fail to perform or observe any other term or covenant set forth in this Agreement or in any other Loan Document which is not covered by clause (i) above or any other provision of this Section 7.01 if such failure shall remain unremedied for 30 days after the occurrence of such breach or failure;

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Breach of Restrictive Covenants Without limiting the remedies available to the Company, Employee acknowledges that a breach of any of the covenants contained in Section 10 hereof may result in material irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach of Section 10 hereof, restraining Employee from engaging in activities prohibited by Section 10 hereof or such other relief as may be required specifically to enforce any of the covenants in Section 10 hereof. Notwithstanding any other provision to the contrary, the Restricted Period shall be tolled during any period of violation of any of the covenants in Section 10 (b) or (c) hereof and during any other period required for litigation during which the Company seeks to enforce such covenants against Employee if it is ultimately determined that Employee was in breach of such covenants.

  • Overbreadth of Restrictive Covenant It is the intention of the parties that if any restrictive covenant in this Agreement is determined by a court of competent jurisdiction to be overly broad, then the court should enforce such restrictive covenant to the maximum extent permitted under the law as to area, breadth and duration.

  • Certain Restrictive Covenants The Executive covenants and agrees with the Company and each Affiliate of the Company as follows:

  • Restrictive Covenants Agreement I understand that I am or will be an employee to or other service-provider of The Xxxxx Xxxxx Company and/or its Subsidiaries and/or its Affiliates (collectively the "Company"), and will learn and have access to the Company's confidential, trade secret and proprietary information and key business relationships. I understand that the products and services that the Company develops, provides and markets are unique. Further, I know that my promises in this Restrictive Covenants Agreement (the "Agreement") are an important way for the Company to protect its proprietary interests and that The Xxxxx Xxxxx Company would not have granted me RSUs or other equity grants unless I made such promises. In addition to other good and valuable consideration, I am expressly being given RSUs or other equity grants in exchange for my agreeing to the terms of this Agreement. In consideration of the foregoing, I (the "Executive") agree as follows:

  • Protective Covenants In consideration of the Award granted under this Agreement, the Grantee covenants and agrees as follows (the “Protective Covenants”):

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