Exclusivity Etc. The Executive agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. The Executive agrees that he will devote his entire working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the Term, subject to any obligations to third parties in existence as of the date hereof, which obligations may not be in conflict with Section 4.2(d) hereof. The Executive also agrees that he will not engage in any other business activities pursued for gain, profit or other pecuniary advantage that are competitive with the activities of the Company, except as permitted in Section 4.2 below. The Executive agrees that all of his activities as an employee of the Company shall be in conformity with all policies, rules and regulations and directions of the Company not inconsistent with this Agreement.
Exclusivity Etc. Executive agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. Executive agrees that he will devote his entire working time, care and attention and best efforts to such duties, responsibilities and obligations with the Company throughout the Term. Executive agrees that all of his activities as an employee of the Company shall be in conformity with all policies, rules and regulations and directions of the Company not inconsistent with this Agreement.
Exclusivity Etc. The indemnification and advance of expenses provided by the Charter and these By-Laws shall not be deemed exclusive of any other rights to which a person seeking indemnification or advance of expenses may be entitled under any law (common or statutory), or any agreement, vote of stockholders or disinterested directors or other provision that is consistent with law, both as to action in his or her official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, shall continue in respect of all events occurring while a person was a director or officer after such person has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of such person. The Corporation shall not be liable for any payment under this By-Law in connection with a claim made by a director or officer to the extent such director or officer has otherwise actually received payment under insurance policy, agreement, vote or otherwise, of the amounts otherwise indemnifiable hereunder. All rights to indemnification and advance of expenses under the Charter of the Corporation and hereunder shall be deemed to be a contract between the Corporation and each director or officer of the Corporation who serves or served in such capacity at any time while this By-Law is in effect. Nothing herein shall prevent the amendment of this By-Law, provided that no such amendment shall diminish the rights of any person hereunder with respect to events occurring or claims made before its adoption or as to claims made after its adoption in respect of events occurring before its adoption. Any repeal or modification of this By-Law shall not in any way diminish any rights to indemnification or advance of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this By-Law or any provision hereof is in force.
Exclusivity Etc. The dispute resolution procedures set forth in Sections 3.03 and 3.04 shall not apply to any matter which, by the express provisions of this Plan, is to be finally determined by the Compensation Committee or by an accounting firm or employee benefits firm unless and until the Compensation Committee, accounting firm or employee benefits firm issues its decision (in the case of the Compensation Committee, in accordance with Sections 3.01 and 3.02). Any such determination by the Compensation Committee or an accounting firm or employee benefits firm shall be final and may not be overturned unless such determination is found to be arbitrary and capricious or an abuse of discretion. No legal action may be brought with respect to this Plan except for the purpose of specifically enforcing the provisions of this Article III or for the purpose of enforcing any arbitration award made pursuant to Section 3.04.
Exclusivity Etc. Neither Clearwire nor any of its Controlled Affiliates has entered into or adopted, or following the Effective Date will enter into or adopt, any agreement, arrangement, policy or principle that (i) contains any exclusivity provision that purports to be binding upon any SIG Party or its MVNO Service, (ii) limits or purports to limit the freedom of any SIG Party to include or exclude from its MVNO Service or its End Users’ Devices any product, service, application or process (it being understood that each SIG Party shall have the right to remove, in whole or in part, any such product, service, application or process from its End Users’ Devices to the extent that any such product, service application or process is installed on any such Device and Clearwire and its Controlled Affiliates shall provide reasonable assistance to such SIG Party to facilitate such removal), (iii) requires any SIG Party or any of its End Users to adhere to any procedure or process to activate an End User’s Device (other than procedure or processes that are reasonably necessary to activate a device for use on the Clearwire Network) or (iv) requires any SIG Party or any of its Controlled Affiliates to adopt, comply with or otherwise adhere to any practice or policy with respect to network management services or network openness policies.
Exclusivity Etc. The rights of the Indemnitee described hereunder ----------------- and under ABI's Bylaws and resolutions shall be Indemnitee's exclusive rights for indemnification for Indemnifiable Events, notwithstanding any additional rights that might be provided otherwise, including pursuant to ABI's Articles of Incorporation or the General and Business Corporation Law of Missouri. Indemnitee hereby acknowledges the exclusivity of this Agreement, ABI's Bylaws and resolutions waives any such additional rights and agrees that his right to indemnification from ABI shall be limited as described by this Agreement, ABI's Bylaws and resolutions.
Exclusivity Etc. The dispute resolution procedures set forth in Sections 4.01 and 4.02 shall not apply to any matter which, by the express provisions of this Plan, is to be finally determined by the Compensation Committee or by an accounting firm or employee benefits firm. No legal action may be brought with respect to this Plan except for the purpose of specifically enforcing the provisions of this Article IV or for the purpose of enforcing any arbitration award made pursuant to Section 4.02.
Exclusivity Etc. Seller agrees, that unless this Agreement is terminated in accordance with Section 7.1, until August 10, 2001, the Seller will not, directly or indirectly (a) solicit, initiate or encourage the submission of any proposal or offer from any person or entity relating to (i) the liquidation, dissolution, sale of assets or stock, or recapitalization of, (ii) merger or consolidation with or into, (iii) acquisition or purchase of assets of (other than in the ordinary course of business) or any equity interest in or (iv) similar transaction or business combination involving, the Company (each 30 an "Alternative Transaction"), or (b) institute, pursue or engage in any discussions, negotiations or agreements with any person or entity concerning any of the foregoing or (c) furnish any information with respect to any effort or attempt by any other person or entity to do any of the foregoing. The Seller will immediately notify the Purchaser of any solicitations or expressions of interest received from third parties regarding an Alternative Transaction.
Exclusivity Etc. The indemnification and advancement of expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may now or hereafter he entitled under any present or future law (whether statutory or common), agreement, By-law, provision of the Certificate of Incorporation, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office or while employed by or acting as agent of the Corporation. No amendment or repeal of any present or future provision in the Corporation's Certificate of Incorporation or By-Laws authorizing or requiring the indemnification of or advancements to the Indemnitee in any such capacity, and which amendment or repeal would diminish the Indemnitee's right of indemnification or to advancements in any respect under such provision, shall be effective against the Indemnitee unless he shall consent to such amendment or repeal in a signed writing or by the Indemnitee's vote as a director or shareholder.
Exclusivity Etc. Neither Sprint nor any of its Controlled Affiliates has entered into, or following the Effective Date will enter into any agreement that requires (i) any SIG Party to undertake or refrain from undertaking activities or offerings with respect to those aspects of such SIG Party’s retail offering to its End Users that are controlled by such SIG Party (e.g., content and applications, billing, care, etc.) or (ii) except as otherwise provided in this Agreement (including as set forth in Section 6.2.1(c)), any SIG Party or any of its Controlled Affiliates to adopt, comply with or otherwise adhere to any practice or policy with respect to network management services or network openness policies.
