Tolling of Covenant Periods Sample Clauses

Tolling of Covenant Periods. The Restricted Period provided in this Section 8 shall not include and shall be extended beyond, any time during which a party is failing to comply with any provision of this Section 8 with respect to such party.
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Tolling of Covenant Periods. The Restricted Period provided by this Section 10 will not include, and will be extended by a period equal to, any time during which Executive is failing to comply with any provision of this Agreement.
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Tolling of Covenant Periods. The Restricted Period provided in this Section 3 shall not include, and shall be extended beyond, any time during which Employee is failing to comply with any provision of this Agreement.
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Tolling of Covenant Periods. If the Consultant is in violation of any of the covenants in Sections 1(c), then the time period in such violated Section will be automatically extended for the period of such violation.
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Tolling of Covenant Periods. If the Contractor is in violation of any of the covenants in Sections 1(c), then the time period in such violated Section will be automatically extended for the period of such violation. Non-Disparagement. During Contractor’s employment and after Contractor’s termination of employment for any reason, Contractor will not make any disparaging or defamatory statements, whether written or oral, regarding the Company or any of its employees, owners or independent contractors. Independent Agreements. The covenants and commitments set forth in Section 1 (and in each portion thereof) are and will be construed as separate and independent agreements completely apart from any other contractual or legal obligations owed by the parties to each other. Accordingly, the existence of any claim by the Contractor against the Company will not bar or limit enforcement of this Agreement by injunctive relief or otherwise. If any provision of Section 1 is held invalid, void or unenforceable, it will in no way render invalid, void or unenforceable any other provision of Section 1 not declared invalid, void or unenforceable, and this Agreement will in that case be construed and enforced as if the void, invalid or unenforceable provision was omitted from this Agreement.
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Related to Tolling of Covenant Periods

  • Suspension Periods The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Shelf Registration or Demand Registration or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Securities pursuant to a Shelf Registration or Demand Registration, delay such underwritten or other offering (and, if it so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) above, only if (A) the Company, by decision of either its chief executive officer or its board of directors or similar governing body, determines in her or its reasonable and good faith judgement (x) that proceeding with such an offering would require the Company to disclose material non-public information that would not otherwise be required to be disclosed at that time and that the Company has, in the reasonable business judgment of its chief executive officer, a valid business purpose to continue to retain as confidential or (y) that the registration or offering to be delayed could, if not delayed, materially adversely affect any bona fide pending or proposed transaction that would be material to the Company and its subsidiaries taken as a whole, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason or (B) the registration or offering to be delayed would, if not delayed, render the Company unable to comply with requirements under the Securities Act or Exchange Act, the rules and regulations of the SEC, FINRA, or state securities authority, or other applicable laws or the requirements of any securities exchange on which the Company’s securities are listed. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 4 is herein called a “Suspension Period.” If pursuant to this Section 4 the Company delays or withdraws a Demand Registration requested by the Holders, the Initiating Holders making the request shall be entitled to withdraw such request and, if they do so, such request shall not count against the limitation on the number of such registrations set forth in Section 2. The Company shall provide prompt written notice to participating Holders of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 4), but shall not be obligated under this Agreement to disclose the reasons therefor. Holders shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period under the applicable Registration Statement. The Company may not commence a Suspension Period more than two (2) times during any twelve (12) month-period. Each Suspension Period shall be in effect for no more than ninety (90) days and, in the aggregate, Suspension Periods may not be in effect for more than one hundred and twenty (120) days in any twelve (12)-month period.

  • Termination of Covenants The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

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