Restrictive Covenants of Company Sample Clauses

Restrictive Covenants of Company. Except (i) as expressly contemplated by this Agreement, (ii) as set forth in Section 5.2 of the Company Disclosure Letter, (iii) as required by applicable Law (including COVID-19 Measures), or (iv) as approved in writing by Parent (which approval shall not be unreasonably withheld, conditioned or delayed; provided, that if Parent does not respond to the Company’s request for approval within five (5) Business Days from its receipt of such written request from the Company, Parent’s approval in writing shall be deemed to have been provided), during the period from the execution and delivery of this Agreement until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries, to:
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Restrictive Covenants of Company. The Company acknowledges and agrees that the Company and its Affiliates shall not use the Technology or advertise, promote, market or otherwise offer Products or Services for sale in any manner which shall use the name, identity or likeness of the Assignor or of Xxxxx Xxxxxx without the prior written consent of the Assignor, which consent Assignor shall not unreasonably withhold. Notwithstanding anything to the contrary in this Agreement, nothing herein shall prevent the Company or its Affiliates from disclosing Assignor as the source of the Technology, or from disclosing any information required pursuant to any securities regulation applicable to the Company or its Affiliates, including but not limited to the United States Securities Act of 1933, the United States Securities and Exchange Act of 1934, or the rules, regulations or amendments promulgated thereunder.
Sample 1
Restrictive Covenants of Company. The parties agree that Xxxxx is relying on the covenants and agreements set forth in this 5.2, that without such covenants Buyer would not enter into this Agreement or the transactions contemplated hereby, and that the Purchase Price is sufficient consideration to make the covenants and agreements set forth herein enforceable.
Sample 1

Related to Restrictive Covenants of Company

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

  • 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 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:

  • 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 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.

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