Solicitation of Purchasers Sample Clauses

Solicitation of Purchasers. A. Except as hereinafter specified, the Company will not, and will not permit the Partnership or any of its other affiliates or agents to, (1) engage in any offering or placement of any debt or equity security or long-term debt (other than the refinancing of the Assumed Indebtedness as described in the Prospectus) for a period of three (3) years from the effective date of the Registration Statement for which you are not acting as the underwriter or sales or placement agent, unless you shall have been given a right of first refusal to act as the underwriter or sales agent with respect to such offering, and shall have failed to agree to act as the underwriter or sales agent for the proposed offering within thirty (30) days of a notice from the Company of the proposed terms of the offering, (2) solicit the purchasers of Shares in connection with any other offering of any security for a period of three (3) years from the effective date of the Registration Statement, unless you shall have been given a right of first refusal to conduct such solicitation or you are notified and compensated therefor in an amount equal to 8.0% of the purchase price of any securities purchased by any such purchaser, or (3) furnish the names of such purchasers or of other potential investors obtained through you to any person other than as may be required in connection with the normal and usual conduct by the Company of its business or required by court order or law. B. The Company agrees and understands that a violation of the provisions of Section 4(a)(ix)(A) of this Agreement will cause you irreparable harm and injury and that any money damages you receive will not compensate you for any breach thereof. Accordingly, the Company agrees that, in addition to monetary damages, you will be entitled to all such equitable relief including, without limitation, injunctive relief, as a court of equity or proper jurisdiction shall deem appropriate in the circumstances. Such relief shall not be exclusive of any rights you may have at law or in equity. All of the rights and remedies you have hereunder shall be cumulative and not alternative. The provisions of this Section shall not limit your remedies upon the breach by the Company of any other Section of this Agreement.
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Solicitation of Purchasers. So long as there are any Notes outstanding, the Company will not solicit, request or negotiate for or with respect to any proposed waiver or amendment of any of the provisions of this Agreement or the Notes or the other Note Documents unless each holder of Notes (irrespective of the amount of Notes then owned by it) shall be informed thereof by the Company and shall be afforded the opportunity of considering the same and shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto. The Company will not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder as consideration for or as an inducement to entering into by any holder of any waiver or amendment of any of the terms and provisions of the Agreements or the Notes or the other Note Documents unless such remuneration is concurrently paid, on the same terms, ratably to the holders of all Notes then outstanding, whether or not such holders agreed to such waiver or amendment.
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Solicitation of Purchasers. A. Except as hereinafter specified, the Company will not, and will not permit the General Partner, the Partnership or any of its other affiliates or agents to, furnish the names of such purchasers or of other potential investors obtained through you to any person other than as may be required in connection with the normal and usual conduct by the Company of its business or required by court order or law. B. The Company agrees and understands that a violation of the provisions of Section 4(a)(ix)(A) of this Agreement will cause you irreparable harm and injury and that any money damages you receive will not compensate you for any breach thereof. Accordingly, the Company agrees that, in addition to monetary damages, you will be entitled to all such equitable relief including, without limitation, injunctive relief, as a court of equity or proper jurisdiction shall deem appropriate in the circumstances. Such relief shall not be exclusive of any rights you may have at law or in equity. All of the rights and remedies you have hereunder shall be cumulative and not alternative. The provisions of this Section shall not limit your remedies upon the breach by the Company of any other Section of this Agreement.
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Solicitation of Purchasers. 28 7.3. Effect of Amendment or Waiver...............................................................................28 SECTION 8. INTERPRETATION OF AGREEMENT; DEFINITIONS.....................................................................28 8.1. Definitions.................................................................................................28 8.2. Accounting Principles; Time Periods.........................................................................39
Sample 1
Solicitation of Purchasers. (a) The Company will, and will require its affiliates to, maintain the confidentiality of the list of Shareholders except as provided in the Declaration of Trust, and not to use such list to solicit Shareholders in respect of any other transaction. (b) The Company agrees and understands that violation of the provisions of Section 3.1.9 (a) of this Agreement will cause you, your subsidiaries and affiliates irreparable harm and injury and that money damages you receive will not compensate you for any breach thereof. Accordingly, the Company agrees that, in addition to monetary damages, you will be entitled to all such equitable relief, including, without limitation, injunctive relief, as a court of equity or proper jurisdiction shall deem appropriate in the circumstances. Such relief shall not be exclusive of any other rights you may have at law or in equity. All of the rights and remedies you have hereunder shall be cumulative and not alternative. The provisions of this Section shall not limit your remedies upon the breach by the Company of any other Section of this Agreement.
Sample 1
Solicitation of Purchasers. You agree, and you shall require the Selected Dealers to agree, that each of you or they, as the case may be: (a) will not give any information or make any representation in connection with the offering of Shares other than those contained in the Prospectus; (b) will not distribute any sales or advertising material that has not been approved by the Company and will distribute such materials in accordance with the legends thereon and applicable securities laws; (c) will solicit purchasers for Shares only in the states in which and to the extent that you have been advised by Berry, Moorman, King & Xxxxxx, P.C. ("Xxxxx, Xxxxxxx"), counsel to the Company, that such solicitation can be made in accordance with applicable securities laws and in which you are qualified to so act; (d) will not sell to an investor that is a Qualified Plan, including an XXX or a Xxxxx Plan (or is using the assets of a Qualified Plan to make the investment) if the Company, the Sponsor, the Advisor or any of their Affiliates (i) has investment discretion with respect to the assets of the Qualified Plan to be invested in the Company, (ii) regularly gives individualized investment advice which serves as the primary basis for the investment decisions made with respect to such assets, or (iii) is otherwise a fiduciary with respect to such assets; and (e) will deliver a Prospectus and current supplements, if any, to each potential investor.
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Solicitation of Purchasers. (A) Except as hereinafter specified, the Company and the Trust will not, and will not permit any of its other affiliates or agents to, furnish the names of such purchasers or of other potential investors obtained through the Selling Agent to any person other than as may be required in connection with the normal and usual conduct by the Company and the Trust of their business or required by court order or law. (B) The Company and the Trust agree and understand that a violation of the provisions of Section 5(a)(ix)(A) of this Agreement will cause the Selling Agent irreparable harm and injury and that any money damages the Selling Agent receives will not compensate it for any breach thereof. Accordingly, the Company and the Trust agree that, in addition to monetary damages, the Selling Agent will be entitled to all such equitable relief including, without limitation, injunctive relief, as a court of equity or proper jurisdiction shall deem appropriate in the circumstances. Such relief shall not be exclusive of any rights the Selling Agent may have at law or in equity. All of the rights and remedies the Selling Agent has hereunder shall be cumulative and not alternative. The provisions of this Section shall not limit the Selling Agent's remedies upon the breach by the Company or the Trust of any other Section of this Agreement.
Sample 1
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Solicitation of Purchasers. 28 7.3. EFFECT OF AMENDMENT OR WAIVER.....................................28 SECTION 8. INTERPRETATION OF AGREEMENT; DEFINITIONS...........................28 8.1. DEFINITIONS.......................................................28 8.2. ACCOUNTING PRINCIPLES; TIME PERIODS...............................39
Sample 1

Related to Solicitation of Purchasers

  • Non-Solicitation The Participant covenants and agrees that during his or her employment with the Company or its Affiliates and for a period of twelve (12) months subsequent to the Participant’s Termination of Employment for any reason, whether involuntary or voluntary, the Participant shall not directly or indirectly, as an owner, stockholder, director, employee, partner, agent, broker, or consultant recruit, hire or attempt to recruit or hire other employees of the Company or its Affiliates, nor shall the Participant contact or communicate with any other employees of the Company or its Affiliates for the purpose of inducing other employees to terminate their employment with the Company or its Affiliates. For purposes of this Section 5, “other employees” shall refer to employees who are still actively employed by or doing business with the Company or its Affiliates at the time of the attempted recruiting or hiring. In addition, Participant agrees not to hire or employ, either directly or indirectly, or aid in the hire or employ of any former employee of the Company or its Affiliates within 60 days of that former employee's separation date from the Company or its Affiliates. Participant acknowledges and agrees that the damage to Company and its Affiliates if Participant breaches this Section 5 or the non-solicitation provisions contained in any written agreement by and between the Participant and the Company will be extremely difficult to determine. Therefore, Participant agrees that if Participant violates this Section 5 or the non-solicitation provisions contained in any written agreement by and between the Participant and the Company, Participant will pay to the Company the value of the RSUs received and all costs incurred by Company, including its reasonable attorneys' fees, in any claim against Participant or to defend against any claim made by Participant related to the subject-matter herein. To the extent applicable, all Awarded Units shall immediately cease to vest as of the date of such breach, and any Vested RSUs that had not been converted into Shares prior to the date of such breach and any Unvested RSUs shall be immediately forfeited and this Agreement (other than the provisions of this Section 5) will be terminated on the date of such breach.

  • Non-Hire/Non-Solicitation The Sub-Adviser hereby agrees that so long as the Sub-Adviser provides services to the Adviser or the Trust and for a period of one year following the date on which the Sub-Adviser ceases to provide services to the Adviser and the Trust, the Sub-Adviser shall not for any reason, directly or indirectly, on the Sub-Adviser’s own behalf or on behalf of others, hire any person employed by the Adviser, whether or not such person is a full-time employee or whether or not any person’s employment is pursuant to a written agreement or is at-will. The Sub-Adviser further agrees that, to the extent that the Sub-Adviser breaches the covenant described in this paragraph, the Adviser shall be entitled to pursue all appropriate remedies in law or equity.

  • Non-Solicitation Agreement Executive agrees and covenants that he will not, unless acting with the Company’s express written consent, directly or indirectly, during the Term of this Agreement or during the Non-Competition Period (as defined in Section 11 above) solicit, entice or attempt to entice away or interfere in any manner with the Company’s relationships or proposed relationships with any customer, officer, employee, consultant, proposed customer, vendor, supplier, proposed vendor or supplier or person or entity or person providing or proposed to provide research and/or development services to, on behalf of or with the Company.

  • Non-Competition/Solicitation To the Company’s knowledge, no Respondent is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect such Respondent’s ability to be and act in the capacity of a director or officer of the Company, as applicable.

  • Non-Solicitation of Clients During the Restricted Period, the Executive agrees not to solicit, directly or indirectly, on his own behalf or on behalf of any other person(s), any client of the Company to whom the Company had provided services at any time during the Executive’s employment with the Company in any line of business that the Company conducts as of the date of the Executive’s termination of employment or that the Company is actively soliciting, for the purpose of marketing or providing any service competitive with any service then offered by the Company.

  • Non-Competition; Non-Solicitation (a) In consideration of this Agreement, the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

  • Non-Solicitation of Personnel During the term of this Agreement and for a period of one (1) year thereafter, Consultant will not directly or indirectly solicit the services of any Company employee or consultant for Consultant’s own benefit or for the benefit of any other person or entity.

  • Non-Solicitation of Customers The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, solicit or attempt to solicit (i) any party who is a customer or client of the Company or its subsidiaries, who was a customer or client of the Company or its subsidiaries at any time during the twelve (12) month period immediately prior to the date the Executive's employment terminates or who is a prospective customer or client that has been identified and targeted by the Company or its subsidiaries for the purpose of marketing, selling or providing to any such party any services or products offered by or available from the Company or its subsidiaries, or (ii) any supplier or vendor to the Company or any subsidiary to terminate, reduce or alter negatively its relationship with the Company or any subsidiary or in any manner interfere with any agreement or contract between the Company or any subsidiary and such supplier or vendor.

  • Non-Compete, Non-Solicitation (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a).

  • Non-Solicitation; No-Hire You agree to comply with the provisions of this Section 1(a) during the period of your employment with PNC and the 12-month period following your Termination Date, regardless of the reason for such termination of employment, as follows:

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