Proposed Engagement definition
Examples of Proposed Engagement in a sentence
It is acknowledged by the Parties that this Agreement does not obligate either Party to enter into any further agreement or to proceed with or participate in any transaction or refrain from entering into any agreement or negotiations with any Party or constitute a commitment or any other obligation by either Party with respect to the Proposed Engagement or any related transaction.
The parties to this Agreement acknowledge and agree that (i) the remedy at law for a breach of this Agreement is inadequate because a breach would result in irreparable harm and damage to TSG and the Company, which cannot be adequately compensated by a monetary award, and (ii) the covenants and restrictions contained in this Agreement are reasonable as to scope and duration and necessary, fundamental and required for the protection of the Business and the Proposed Engagement.
In the event the Executive is not serving as Chairman of the board at the time of the Proposed Engagement arises, Executive shall notify the Chairman of the Board, and not the President, who shall render the preliminary determination whether to allow or disallow the Executive's participation in the Proposed Engagement in the manner set forth in this Section 10.4.
In the event the President fails to notify the Executive within seventy-two (72) hours of receipt of the Executive's notice, or if the President denies the Executive the ability to participate in the Proposed Engagement, the Executive has the right to call a meeting of the Board of Directors who shall determine by a majority vote of the disinterested directors whether to allow or disallow the Executive's participation in the Proposed Engagement.
Upon receipt of notice of such a Proposed Engagement, the President must advise the Executive within seventy-two (72) hours whether the Executive is permitted to participate in the Proposed Engagement.
If the Executive's participation in the Proposed Engagement is disapproved by the President or by the Board of Directors, the Executive may terminate this Agreement, however, such termination shall be made without good cause pursuant to Section 5.2 hereof.
If the Executive's participation in the Proposed Engagement is approved by the President or by the Board of Directors, such approval shall act as a waiver of Section 10.3 for the duration of and to the extent of the Executive's participation in the specific Proposed Engagement only.
Section 11.4 The restrictions contained in Sections 11.1 and 11.2 could be waived by the other Parties at the other Parties’ own discretion; provided, however, that the US Founder shall have made full disclosure regarding his intended services, employment, investment or involvement (the “Proposed Engagement”) with such other person, firm or company as referred to in Sections 11.1 and 11.2 and that the Company shall be given the first right of refusal in participating in the Proposed Engagement.
With respect to outside business opportunities, Executive agrees that he will diligently inquire as to the nature of the business of those persons or entities with whom the Executive proposes to conduct business (the "Proposed Engagement").