Restrictive Undertakings Sample Clauses

Restrictive Undertakings. (a) NONCOMPETITION COVENANT. The restrictive covenants set forth in this Section 3.4 are a material inducement for Bridgeline to enter into this Agreement. For good and valuable consideration provided pursuant to this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Shareholder agrees that, during the Restrictive Period (as hereinafter defined), he shall not, directly or indirectly, without the consent of Bridgeline: (i) invest (except for the ownership of less than 3% of the capital stock of a publicly held company), or hold a directorship or other position of authority in any of Bridgeline's Direct Competitors ("DIRECT COMPETITORS" defined as: any person or entity, or a department or division of an entity, whereby more than 25% of the person's or entity's total revenues are derived from the Competitive Services ("COMPETITIVE SERVICES" defined as design and development for third parties of: Internet and Intranet Web sites and solutions, content management or document management software, custom web (internet) applications, and/or multimedia CDs and DVDs or services such as Intranet and Extranet consulting services or Web hosting services)), (ii) undertake planning for an organization or offering of Competitive Services, (iii) combine or collaborate with other employees or representatives of Bridgeline or any third party for the purpose of organizing, engaging in, or offering Competitive Services, or (iv) be employed by, serve as a consultant to or otherwise provide services to (whether as principal, partner, shareholder, member, officer, director, stockholder, agent, joint venturer, creditor, investor or otherwise), or participate in the management of a Direct Competitor or participate in any other business that Bridgeline may be engaged in at the date of the termination of Shareholder's Employment Agreement. The foregoing restrictive covenant shall not restrict the Shareholder from providing web design services to any organization, other than a Direct Competitor, as an employee of such organization in the event the Shareholder's employment by Bridgeline is terminated following the closing without "cause" or for "good reason in accordance with the terms of the Shareholder's Employment Agreement with Bridgeline.
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Restrictive Undertakings. 7.1 Customers, suppliers and employees The Covenantor undertakes with the Buyer that he will not at any time during the period of two years and eleven months after Completion, directly or indirectly and whether alone or in conjunction with, or on behalf of or by way of assistance to, any other person:
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Restrictive Undertakings. The Company has not made any payment to which ss.225 or 226 ITEPA apply.
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Restrictive Undertakings. (a) NONCOMPETITION COVENANT. The restrictive covenants set forth in this Section 3.7 are a material inducement for Bridgeline to enter into this Agreement. For good and valuable consideration provided pursuant to this Agreement, the receipt and sufficiency of which is hereby acknowledged, each the Shareholders agree that, during the Restrictive Period (as hereinafter defined), she shall not, directly or indirectly, (i) engage in any activities either on her own behalf or that of any other business organization (whether as principal, partner, shareholder, member, officer, director, stockholder, agent, joint venturer, consultant, creditor, investor or otherwise) which are in direct or indirect competition with or similar to the business, products or services of the Company in the area of web services, web content management and design, whether for non-profit or for-profit organizations, in the United States (the "COMPETITIVE SERVICES"), (ii) offer Competitive Services, or (iii) combine or collaborate with other employees or representatives of Bridgeline or any third party for the purposes of organizing, engaging in, or offering Competitive Services. The foregoing restrictive covenant shall not restrict the Shareholders from providing the Competitive Services to any organization as an employee of or consultant to such organization in the event either Shareholder's employment by Bridgeline is terminated following the closing without "cause" or for "good reason" in accordance with the terms of their Employment Agreements.
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Restrictive Undertakings 
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Related to Restrictive Undertakings

  • 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.

  • Restrictive Agreements The Borrower will not, and will not permit any of the Subsidiaries to, 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 the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) 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, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

  • 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 Agreements, etc The Borrower will not, and will not permit any of its Subsidiaries to, enter into any agreement prohibiting

  • 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.

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

  • 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.

  • 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:

  • Compliance with Restrictive Covenants Without intending to limit any other remedies available to the Company Group and except as required by law, in the event that the Executive breaches or threatens to breach any of the covenants set forth in this Section 9, (i) the Company Group shall be entitled to seek a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this Section 9 or such other relief as may be required to enforce any of such covenants and (ii) all obligations of the Company to make payments and provide benefits under this Agreement shall immediately cease.

  • Limitation on Restrictive Agreements The Borrower will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on (i) the ability of the Borrower or any of its Restricted Subsidiaries (other than any Foreign Subsidiaries or any Excluded Subsidiaries) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its property, assets or revenues constituting Term Loan Priority Collateral as and to the extent contemplated by this Agreement and the other Loan Documents, whether now owned or hereafter acquired or (ii) the ability of any Restricted Subsidiary to (x) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Borrower, (y) make any loans or advances to the Borrower or (z) transfer any of its property or assets to the Borrower (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction:

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