Restrictive Provisions. As consideration for the foregoing payments, Executive agrees not to challenge the enforceability of any of the restrictions contained in Sections 5, 6 or 7 of this Agreement upon or after the occurrence of a Change of Control.
Restrictive Provisions. No Loan Party is a party to any agreement or contract or subject to any restriction contained in its operative documents which would reasonably be expected to have a Material Adverse Effect.
Restrictive Provisions. Neither Borrower nor any other Loan Party is a party to any agreement or contract or subject to any restriction contained in its operative documents which could reasonably be expected to have a Material Adverse Effect.
Restrictive Provisions. During the term of this Agreement, without Party B’s prior written consent,
(1) Party A shall not accept any third party’s any technical services identical or similar to those hereunder;
(2) Party A shall not transfer, sell, lease, mortgage, pledge or otherwise dispose of its assets (including tangible and intangible assets existing or to be acquired) unless necessary for its normal business operations.
(3) Party A shall not dissolve or liquidate itself voluntarily, or consolidate with any third party;
(4) Party A shall not provide guarantee for the debts of any third party;
(5) Party A shall not distribute dividends to its shareholders or pay back the investments, nor shall it acquire directly or indirectly any shares outstanding or to be issued by back purchase, reclaiming, purchase, or otherwise.
(6) Party A shall not have any transactions with any of its affiliates, no matter whether such transactions are within the scope of its normal business operations;
(7) Party A shall not repay any outstanding debts by advance payment, selective payment or by acquiring asset trust, nor shall it amend or permit amendment of any terms of agreements relating to its debts, or amend its articles of association or business license;
(8) Party A shall not engage in businesses that beyond its business scope;
(9) Party A shall not assign part or all of its operation and management rights to any party other than Party B or Party B’s designated affiliates, or
(10) Party A shall not invest in any other entity or waive its right against any third party.
Restrictive Provisions. For so long as the shares of Common Stock issuable upon the conversion of the outstanding Series 2001-A Preferred represent at least 10% of the Company's outstanding Common Stock (treating the outstanding Common Stock and shares of Common Stock issuable upon the conversion of the Series 2001-A Preferred as outstanding in the aggregate), the Company shall not, without first obtaining the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Series 2001-A Preferred, voting separately as a single class:
(a) amend, repeal or waive any provision of the Company's Certificate of Incorporation or Bylaws;
(b) alter or change the rights, preferences or privileges of the Series 2001-A Preferred;
(c) redeem any shares of the Company's capital stock (except for the Series 2001-A Preferred in accordance with Section 5 of the Amendment);
(d) authorize or issue any class or series of capital stock, other than the issuance of Series 2001-A Preferred Stock in satisfaction of dividends, provided that the Company may issue options and other stock-based awards (and the shares upon exercise thereof) pursuant to the following Subsection (e);
(e) adopt, amend or modify (including modification by the repricing of existing awards, except and only to the extent resulting from a stock split or similar transaction) any stock option plan or employee stock ownership plan or issue any shares of capital stock of the Company to its or its subsidiaries' employees or directors, except pursuant to the Company's 1993 Performance and Equity Incentive Plan and 1993 Employee Stock Purchase Plan, each as amended;
(f) pay or declare any dividend or other distribution on Junior Securities (as defined in the Amendment);
(g) authorize, or take any action to effect, or otherwise permit a sale or other disposition of all or substantially all of the assets of the Company or any subsidiary, or a merger, acquisition, recapitalization, other corporate reorganization or sale of control of the Company or any subsidiary, or a license of a substantial portion of the assets of the Company or any subsidiary;
(h) undertake or effect any liquidation, dissolution or winding up of the Company or any material subsidiary, any assignment for the benefit of creditors, or any bankruptcy or similar filing;
(i) create any new subsidiary of the Company or permit any subsidiary of the Company to sell or otherwise issue any capital stock or any right to acquire any of its capita...
Restrictive Provisions. Borrower is not a party to any agreement or contract or subject to any restriction contained in its operative documents which would reasonably be expected to have a Material Adverse Effect.
Restrictive Provisions. (a) The Holder hereby agrees that it shall not Transfer any Earnout Restricted Securities during the Restricted Period (the “Earnout Restriction”), except in accordance with the following:
(i) the Earnout Restriction shall expire with respect to fifty percent (50%) of the Earnout Restricted Securities (the “First Earnout Tranche”) on the First Earnout Threshold Date; and
(ii) the Earnout Restriction shall expire with respect to an additional fifty percent (50%) of the Earnout Restricted Securities (the “Second Earnout Tranche”) on the Second Earnout Threshold Date (for the avoidance of doubt no Earnout Restriction shall apply to any Earnout Restricted Securities following the Second Earnout Threshold Date).
(b) Notwithstanding the foregoing, if the First Earnout Threshold Date and the Second Earnout Threshold Date does not occur prior to the Long Stop Date, then on the Long Stop Date all Earnout Restricted Securities will be irrevocably forfeited and surrendered to Pubco for cancellation and for nil consideration. Holder hereby irrevocably consents to such surrender and undertakes to take all reasonable actions necessary to effect such surrender as may be requested by Pubco.
(c) During the Restricted Period, each certificate (if any are issued) evidencing any Earnout Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, VOTING, DIVIDENDS AND OTHER RIGHTS SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [l], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(d) During the Restricted Period, the Earnout Restricted Securities that are subject to an Earnout Restriction do not entitle the Holder (or any transferee thereof) to any voting rights, pre-emption rights, dividends or other rights as a shareholder of Pubco prior to expiration of the applicable Earnout Restriction in accordance with Section 3(a), The restrictions set forth in this Section 3 shall only apply with respect to the Earnout Restricted Securities and shall not apply to any other Pubco Ordinary Shares the Holder may hold.
(e) Notwithstanding the foregoing and for the avoidance of any doubt, the First Earnout Tranc...
Restrictive Provisions. 40 5.20. Labor Matters .................................................................. 41 5.21. No Default ..................................................................... 41 5.22. Related Agreements ............................................................. 41 5.23. Subsidiaries ................................................................... 42 5.24. Agreements with Managers ....................................................... 42
Restrictive Provisions. No Borrower is a party to any agreement or contract or subject to any restriction contained in its Articles of Formation or Operating Agreement (or similar organizational documents), that could reasonably be expected to have a Material Adverse Effect. No Borrower has ongoing financial obligations or liabilities of any kind under or pursuant to any acquisition agreement, whether for earnout payments, contingent payments, or otherwise.
Restrictive Provisions. (a) The Company is engaged in the conduct of a highly specialized business, the success of which is due to confidential and proprietary information and trade secrets. Further, in conducting its business, the Company will disclose to Employee confidential information, proprietary information and trade secrets concerning the Company's business. For and in consideration of the compensation and benefits set forth in this Agreement (including stock options), and as a material inducement to the Company to disclose confidential information, proprietary information and trade secrets to Employee and to enter into this Agreement to employ Employee, Employee hereby covenants and agrees as provided in the remainder of this Section 14.
(b) During the term of this Agreement and for one (1) year after the date of termination of Employee's employment with the Company for any reason (the "Restricted Period"), Employee shall not, directly or indirectly
(i) Solicit for employment or other retention, or hire or retain, directly or indirectly, any person who is an employee of the Company at the time of such solicitation, hiring or retention.
(ii) Solicit any person or entity who is or was a customer, client or supplier of the Corporation for any business, transaction or other purpose in any way related, directly or indirectly, to the manufacture or sale of ice cream.
(iii) Solicit, induce or encourage any customer, consultant, independent contractor or supplier of Company, or any other person or entity with which the Company does business, to cease, curtail or otherwise adversely modify its business relationship with the Company;
(iv) Engage in (without limitation, as a principal, partner, director, officer, agent, employee, consultant, advisor or otherwise), directly or indirectly or be financially interested in, the business of manufacturing, marketing or selling ice cream in the United States or Canada. Nothing contained in this Section 14, however, shall prevent Employee from beneficially owning for investment purposes no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchange or NASDAQ.
(c) Employee acknowledges that because the Company's business, and its customers, clients and suppliers, are geographically diverse, the restrictions contained in clause (b) hereof contain no limit as to geographic scope within the United States and Canada.
(d) During the term of this Agreement and at all time...
