Restrictive Covenant Breach definition

Restrictive Covenant Breach means a breach (as determined by the Board in its sole discretion) by Participant in any material respect of the provisions of Appendix A, attached hereto, or any other non-competition, non-solicitation, confidentiality or other similar covenant made by Participant in favor of the Company or any of its Affiliates.

Restrictive Covenant Breach means a breach by the Grantee of an Award of any written non-competition covenant, non-solicitation covenant or confidentiality covenant owing to the Company, determined in each such case by the Board in its good faith judgment. The date of a Restrictive Covenant Breach shall be deemed to be the date upon which the Board or chief executive officer of the Company first learns of such Restrictive Covenant Breach.

Restrictive Covenant Breach means the Participant’s material breach of any restrictive covenants that the Participant is subject to as a result of any agreement with any member of the Partnership Group, including, without limitation, [the Employment Agreement] / [the Restrictive Covenant Agreement]. In addition, to the extent that the Participant (or other Permitted Transferee) has received, prior to the date of the Termination for Cause or Restrictive Covenant Breach, as applicable, any proceeds in respect of the Class B Units granted hereunder (or any Class C Units received in connection with any conversion contemplated in Section 3(b) above), the Participant (and any other Transferee) shall promptly repay to the Partnership any such proceeds; provided, however, in no event shall the Participant (or any other Transferee) be required to repay or otherwise remit any amounts previously distributed to the Participant (or any other Transferee) under the Partnership Agreement as Tax Distributions thereunder.

Examples of Restrictive Covenant Breach in a sentence

• The “Option Shares Repurchase Price” shall be the Fair Market Value of the Option Shares; provided, however, that in the case of a Restrictive Covenant Breach, the Option Shares Repurchase Price shall be the lesser of Fair Market Value of the Option Shares or the purchase price paid by the Grantee (or Holder) for the Option Shares upon exercise of Options by the Grantee (or Holder).

• The “Non-Option Shares Repurchase Price” shall be the Fair Market Value of such Issued Shares; provided, however, that in the case of a Restrictive Covenant Breach, the Non-Option Shares Repurchase Price shall be the lesser of Fair Market Value of the Issued Shares or the original purchase price paid by the Grantee for the Issued Shares received pursuant to a Restricted Stock Award.

• Notwithstanding anything in this Section 4 to the contrary, vesting shall continue to occur on each vesting date in accordance with Section 4(a) following the date of Participant’s Termination, in each case if (and only if) (i) (x) the Termination is without Cause, (y) Participant retires in a Qualified Retirement or (z) the Termination is due to Participant’s death or Disability and (ii) in each case a Restrictive Covenant Breach shall not have occurred at any time on prior to each such vesting date.

• In addition, in the event of a Restrictive Covenant Breach, the Company may require that the Participant immediately forfeit any shares of Stock underlying any portion of an Applicable Award that had previously vested but for which the shares of Stock had not yet been delivered to the Participant.

• In addition, in the event of your Willful Restrictive Covenant Breach (as defined in this Section 2.15), (i) all of your rights under this Agreement, whether or not vested, shall terminate immediately, and (ii) any Shares, cash or other property paid or delivered to you pursuant to this Agreement shall be forfeited and you shall be required to repay such Shares, cash or other property to the Company, no later than thirty (30) calendar days after the Company makes demand to you for repayment.

More Definitions of Restrictive Covenant Breach

Restrictive Covenant Breach means the material breach by a Manager of any confidentiality, non-competition, non-solicitation, or similar restrictive covenant contained in any written agreement between such Manager and the Company or any subsidiary thereof; provided, however, that no Restrictive Covenant Breach will be deemed to have occurred unless the Company (or Subsidiary of the Company that is party to the applicable agreement) has provided such Manager written notice, with reasonable specificity, of the alleged breach, and Manager has not fully cured such alleged breach within ten (10) Business Days following delivery of such written notice.

Restrictive Covenant Breach. Section 1.10.11

Restrictive Covenant Breach means a breach (as determined by the Board in its sole discretion) by Participant in any material respect of the provisions of Appendix A, attached hereto, or any other non-competition, non-solicitation, confidentiality or other similar covenant made by Participant in favor of the Company or any of its Affiliates. Additionally, the Participant’s rights with respect to the PSUs will in all events be subject to (a) any right that the Company may have under the Company’s Clawback Policy or any Company recoupment policy or other agreement or arrangement with the Participant, and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission or any other Applicable Law.

Restrictive Covenant Breach means, with respect to a Participant, the determination by the Administrator in good faith that such Participant has breached Article VIII or any other restrictive covenant between the Participant and the Partnership or any of its Subsidiaries.

Restrictive Covenant Breach means a breach by the Participant of any non-competition, non-interference, non-solicitation or no-hire covenant to which the Participant is bound under the Existing Restrictive Covenant Agreement or the Standard Restrictive Covenant Agreement, as applicable, during the applicable restriction period set forth therein, or a material breach of any confidentiality, ownership of intellectual property or non-disparagement covenant to which the Participant is bound under the Existing Restrictive Covenant Agreement or the Standard Restrictive Covenant Agreement, as applicable, during the applicable restriction period set forth therein, in each case, determined without regard to whether any such covenant is enforceable under applicable State law.

Restrictive Covenant Breach means the material breach by a Manager of any confidentiality, non-competition, non-solicitation, or similar restrictive covenant contained in any written agreement between such Manager and the Company or any subsidiary thereof; provided, h owever, that no Restrictive Covenant Breach will be deemed to have occurred unless the Company (or Subsidiary of the Company that is party to the applicable agreement) has provided such Manager written notice, with reasonable specificity, of the alleged breach, and Manager has not fully cured such alleged breach within ten (10) Business Days following delivery of such written notice.

Restrictive Covenant Breach means any actual breach or violation by Executive of any covenant or obligation set forth in Section 5 of this Agreement after written notice and a10-day opportunity to cure following which Executive shall not have cured.