Solicitation Restriction. A. During any period in which I am employed by the Company and for a period of one year thereafter, I shall not, directly or indirectly, engage in any conduct intended or reasonably calculated to solicit, approach, recruit, induce or urge any employee, independent contractor, or agent of the Company to discontinue, in whole or in part, their employment relationship with the Company. The restrictions in this paragraph apply only to those employees, independent contractors, or agents of the Company who at any time during the twelve months preceding termination of my employment with the Company: (a) I worked with in my department, (b) I had material contact with, or (c) I supervised. B. I acknowledge and agree that, due to nature of the Company’s business, the restrictive covenants contained in Paragraphs 1, 2 and 5 are essential for the reasonable, proper, and adequate protection of the Company’s business, trade secrets, proprietary data and confidential information. I further acknowledge and agree that the covenants in Paragraphs 1, 2 and 5 are not overly broad or unduly burdensome, and that they will not prevent me from earning a livelihood following the termination of my employment with the Company.

Solicitation Restriction. Until the Closing or earlier termination of this Agreement in accordance with its terms, neither Seller nor any of its affiliates, nor any of their respective officers, employees, representatives, agents or other persons controlled by Seller or its affiliates, shall directly or indirectly encourage, assist, solicit or initiate discussions or negotiations with, or provide any information to any person, entity or group (other than Buyer) concerning the acquisition of any equity interest in the Bank, whether contingent or actual, or enter into any merger, consolidation, liquidation, dissolution, disposition of assets, or like transaction involving the Bank after the date hereof.

Solicitation Restriction. (a) Except with respect to this Agreement and the transactions contemplated hereby, neither Seller nor any "affiliate" (as defined below) thereof, nor any Representative retained by Seller or Bank, shall directly or indirectly initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any "Takeover Proposal" (as defined below) by any other party. Except to the extent necessary to comply with the fiduciary duties of Seller's Board of Directors to the Seller's shareholders as advised in writing by counsel to such Board of Directors (a copy of which shall be provided to Buyer), neither Seller nor any affiliate or Representative thereof shall furnish any nonpublic information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Takeover Proposal, and Seller shall direct and use its reasonable efforts to cause its affiliates or Representatives not to engage in any of theforegoing, but Seller may communicate information about such a Takeover Proposal to its shareholders if and to the extent it is required to do so in order to comply with its legal obligations as advised in writing by counsel (a copy of which shall be provided to Buyer). Seller shall promptly notify Buyer orally and in writing in the event that it receives any inquiry or proposal relating to such transaction. Seller shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. As used in this Section 5.02, an "affiliate" of a party means (1) any other party directly or indirectly controlling, controlled by or under common control with such party, (2) any executive officer, director, partner, employer or direct or indirect beneficial owner of a 10% or greater equity or voting interest in such party, or (3) any other party for which a party described in clause (2) acts in any such capacity. As used in this Section 5.02, "Takeover Proposal" shall mean any proposal for a merger or other business combination involving Bank or for the acquisition of a significant equity interest (25% or more) in Bank (unless through a merger or other business combination with the Seller) or for the acquisition of a significant portion of the assets or liabilities of the Bank. "Takeover Proposal" s...

Solicitation Restriction. 32- ------------------------ Section 7.11 Xxxx-Xxxxx-Xxxxxx................................................................. -32- ----------------- Section 7.12 Investments....................................................................... -33- ----------- Section 7.13 Covenant Not to Compete........................................................... -33- ----------------------- Section 7.14 Non-Disclosure.................................................................... -35- -------------- Section 7.15 Certain Remedies.................................................................. -35- ---------------- Section 7.16 Further Assurance................................................................. -35- -----------------

Related to Solicitation Restriction

Confidentiality Restrictions The Product is a trade secret, copyrighted and proprietary product. Licensee and its employees will keep the Product strictly confidential, and Licensee will not disclose or otherwise distribute or reproduce any Product to anyone other than as authorized under the terms of Contract. Licensee will not remove or destroy any proprietary markings of Contractor.
Use Restriction (a) If a natural disaster, incident or any other emergency situation occurs or is likely to occur, SORACOM may restrict the use of the SORACOM Air Global Service by the Subscriber in order to give priority to communications whose content are necessary for the prevention of or relief from calamities, for the securing of transportation, communications or electric power supply, the maintenance of public order or any other public interest. (b) If SORACOM detects any significant and/or continuous signal or transmission using a communication procedure or application which occupies the communication band used by SORACOM, SORACOM may control the transmission rate and traffic of such signal or transmission by controlling the communication band allocated to such signal or transmission. (c) SORACOM may suspend or limit the use of the SORACOM Air Global Service by the Subscriber, if: (i) the Subscriber delays in performing or fails to perform any payment obligation or any other obligation under the Agreement; (ii) the Subscriber gives a false information to SORACOM; (iii) SORACOM deems that the Subscriber violates Section 13.1 below; (iv) the Subscriber falls under any of the items of Section 3.2; (v) the credit card account designated by the Subscriber is invalid, unavailable or cannot be used or recognized; or
Post-Termination Restrictions For the purposes of Clause 1.2 below, the following words shall have the following meanings:
Employment Restrictions The Subrecipient shall include the following clauses in every Subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each subcontractor or vendor.
Restrictions on Competition During the term of this Agreement and for a period of one year after you cease to be an employee of DFC or an affiliate of DFC, you will not, without the prior written consent of DFC, (a) accept employment or render service to any person, firm or corporation, directly or indirectly, in competition with DFC, or any affiliate thereof for any purpose which would be competitive with the business of DFC and its affiliates within the Commonwealth of Puerto Rico or any other geographic area in which DFC or any affiliate of DFC by which you were employed, conducted operations (the "Restricted Area") or any business as to which studies or preparations relating to the entry into which were made by DFC or any affiliate of DFC by which you were employed within one year prior thereto (collectively, the "Restricted Businesses") or (b) directly or indirectly, enter into or in any manner take part in or lend your name, counsel or assistance to any venture, enterprise, business or endeavor, whether as proprietor, principal, investor, partner, director, officer, employee, consultant, adviser, agent, independent contractor or in any other capacity whatsoever for any purpose which would be competitive with the Restricted Businesses in the Restricted Area. An investment not exceeding 5% of the outstanding stock in any corporation regularly traded on any national securities exchange or in the over-the-counter market shall not be deemed to violate this provision, provided that you shall not render any services for such corporation.
Lobbying Restrictions The Recipient will comply, as applicable, with provisions of the Hatch Act (5 U.S.C. §§ 1501- 1508 and 7324-7328) which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. The Recipient will comply with provisions of 31 U.S.C § 1352. This provision generally prohibits the use of Federal funds for lobbying in the Executive or Legislative Branches of the Federal Government in connection with the award, and requires disclosure of the use of non-Federal funds for lobbying. The Recipient shall submit, at the time of application, a completed “Certification Regarding Lobbying” form, regardless of dollar value. If applicable, the Recipient receiving in excess of $100,000.00 in Federal funding shall submit a completed Standard Form (SF-LLL), “Disclosure of Lobbying Activities” for any persons engaged in lobbying activities, as discussed at 31 U.S. Code § 1352 – Limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. The form concerns the use of non-Federal funds for lobbying within 30 days following the end of the calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed. If the Recipient must submit the SF-LLL, including those received from sub-recipients, contractors, and subcontractors, to the Grants Officer.
AGE RESTRICTION You must be at least 18 (eighteen) years of age to use this Website or any Services contained herein. By using this Website, You represent and warrant that You are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of Your age.
Distribution Restrictions The Employer must elect in Section 6.03 the Adoption Agreement the distribution events permitted under the Plan. The distribution events applicable to the Participant's Deferral Contributions Account, Qualified Nonelective Contributions Account and Qualified Matching Contributions Account must satisfy the distribution restrictions described in paragraph (m) of Section 14.03.
General Restriction A Member may not Dispose of all or any portion of its Membership Interest except by complying with all of the following requirements: (A) such Member must receive the unanimous consent of the non-Disposing Members, which consent shall not be unreasonably withheld by each of such other Members; provided, however, that such consent need not be obtained if (I) the proposed Assignee is a Wholly-Owned Affiliate of the Disposing Member and (II) such proposed Assignee demonstrates to the reasonable satisfaction of the other Members that it has the ability to meet the financial and contractual commitments and other obligations of the Disposing Member; and (B) such Member must comply with the requirements of Section 3.03(b)(iii) and, if the Assignee is to be admitted as a Member, Section 3.03(b)(ii).
Export Restriction 37.1 Notwithstanding any obligation under the Contract to complete all export formalities, any export restrictions attributable to the Procuring Entity, to Kenya, or to the use of the products/goods, systems or services to be supplied, which arise from trade regulations from a country supplying those products/goods, systems or services, and which substantially impede the Supplier from meeting its obligations under the Contract, shall release the Supplier from the obligation to provide deliveries or services, always provided, however, that the Supplier can demonstrate to the satisfaction of the Procuring Entity that it has completed all formalities in a timely manner, including applying for permits, authorizations and licenses necessary for the export of the products/goods, systems or services under the terms of the Contract. Termination of the Contract on this basis shall be for the Procuring Entity's convenience pursuant to Sub-Clause 35.3.

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