Prior Agreements Restrictive Covenants Clause Example with 5 Variations from Business Contracts

This page contains Prior Agreements Restrictive Covenants clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Prior Agreements Restrictive Covenants. (a) Restrictive Covenants. Participant agrees that, unless Participant has previously executed the Confidentiality, Non-Interference and Invention Assignment Agreement, Participant is required, as a condition to the grant of the Shares, to execute and return to the Company a copy of the Confidentiality, Non-Interference and Invention Assignment Agreement attached hereto as Appendix A (the restrictive covenants contained in the Confidentiality, Non-Interference and Invention Assignment Agreement ...are referred to in this Agreement as the "Restrictive Covenants"). Participant acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the Restrictive Covenants would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. For the avoidance of doubt, the Restrictive Covenants contained in the Confidentiality, Non-Interference and Invention Assignment Agreement are in addition to, and not in lieu of, any other restrictive Restricted Stock Agreement – Page 3 covenants or similar covenants or agreements between Participant and the Company Group. For purposes of this Agreement, "Restrictive Covenant Violation" shall include Participant's breach of any of the Restrictive Covenants or any similar provision applicable to Participant. (b) Repayment of Proceeds. If a Restrictive Covenant Violation occurs or the Company discovers after Participant's Termination that grounds existed for Cause at the time thereof, then Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) business days' of the Company's request to Participant therefor, an amount equal to the excess, if any, of (i) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of, (A) prior to the Exchange Date, the Units, and (B) the Shares issued to Participant on the Exchange Date over (ii) the aggregate Cost of such Shares. For purposes of this Agreement, "Cost" means, in respect of any Share, the amount paid by Participant for the Units that were exchanged for such Share, as proportionately adjusted for all subsequent distributions on the Shares and other recapitalizations and less the amount of any distributions made with respect to (x) prior to the Exchange Date, the Unit or (y) the Share pursuant to the Company's organizational documents; provided, that Cost may not be less than zero (0). Any reference in this Agreement to grounds existing for a Termination for Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to a finding of or Termination for Cause. View More
Found in Velocity Financial, LLC contract

Variations of a "Prior Agreements Restrictive Covenants" Clause from Business Contracts

Prior Agreements Restrictive Covenants. (a) Restrictive Covenants. Participant agrees that, unless acknowledges and recognizes the highly competitive nature of the businesses of the Company Group, that Participant has previously executed the Confidentiality, Non-Interference will be allowed access to confidential and Invention Assignment Agreement, Participant is required, proprietary information (including, but not limited to, trade secrets) about those businesses, as a condition well as access to the grant of prospective and actual ...customers, suppliers, investors, clients and partners involved in those businesses, and the Shares, to execute goodwill associated with the Company Group and return accordingly agrees to the Company a copy provisions of the Confidentiality, Non-Interference and Invention Assignment Agreement attached hereto as Appendix A (the restrictive covenants contained in the Confidentiality, Non-Interference and Invention Assignment Agreement are referred to in this Agreement as the (the "Restrictive Covenants"). Participant acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the Restrictive Covenants would be inadequate and the Company Group would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, Parent and the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. For the avoidance of doubt, the Restrictive Covenants contained in the Confidentiality, Non-Interference and Invention Assignment this Agreement are in addition to, and not in lieu of, any other restrictive Restricted Stock Agreement – Page 3 covenants or similar covenants or agreements between the Participant and the Company Group. For purposes of this Agreement, "Restrictive Covenant Violation" shall include Participant's breach of any of the Restrictive Covenants or any similar provision applicable to Participant. (b) Repayment of Proceeds. If a Restrictive Covenant Violation occurs or the Company discovers after Participant's Termination that grounds existed for Cause at the time thereof, then Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) business days' of the Company's request to Participant therefor, an amount equal to the excess, if any, of (i) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of, (A) prior to the Exchange Date, the Units, and (B) the Shares issued to Participant on the Exchange Date over (ii) the aggregate Cost of such Shares. For purposes of this Agreement, "Cost" means, in respect of any Share, the amount paid by Participant for the Units that were exchanged for such Share, as proportionately adjusted for all subsequent distributions on the Shares and other recapitalizations and less the amount of any distributions made with respect to (x) prior to the Exchange Date, the Unit or (y) the Share pursuant to the Company's organizational documents; provided, that Cost may not be less than zero (0). Any reference in this Agreement to grounds existing for a Termination for Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to a finding of or Termination for Cause. View More
Found in BrightView Holdings, Inc. contract
Prior Agreements Restrictive Covenants. (a) Restrictive Covenants. Participant agrees that, unless Participant has previously executed acknowledges and recognizes the Confidentiality, Non-Interference highly competitive nature of the businesses of the Company and Invention Assignment Agreement, Participant is required, its Affiliates and accordingly agrees, in his capacity as a condition an equity holder in the Company, to the grant provisions of the Shares, to execute and return to the Company a copy of the Confidentiality, Non-Inter...ference and Invention Assignment Agreement attached hereto as Appendix A to this Grant (the restrictive covenants contained in the Confidentiality, Non-Interference and Invention Assignment Agreement are referred to in this Agreement as the "Restrictive Covenants"). Participant acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the Restrictive Covenants provisions of Section 1 of Appendix A (or a material breach or material threatened breach of any of the provisions of Section 2 of Appendix A of this Grant) would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Partnerships and the Company, without posting any bond, shall be entitled to cease making any payments or providing 2 any benefit otherwise required by this Agreement Grant and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. For Notwithstanding the avoidance foregoing and Appendix A, the provisions of doubt, Section 1(a)(i), (ii), (iii) and (iv)(B) of Appendix A shall not apply to the Restrictive Covenants contained Participant if Participant's principal place of employment is located in the Confidentiality, Non-Interference and Invention Assignment Agreement are in addition to, and not in lieu of, any other restrictive Restricted Stock Agreement – Page 3 covenants or similar covenants or agreements between Participant and the Company Group. State of California. The Shares issued hereunder shall be subject to Participant's continued compliance with such restrictions. For purposes of this Agreement, Grant, "Restrictive Covenant Violation" shall include means Participant's breach of any of the Restrictive Covenants or any similar provision applicable to Participant. (b) Repayment of Proceeds. If In the event of a Restrictive Covenant Violation occurs or the Company discovers after Participant's Termination that grounds existed for Cause at the time thereof, then Violation, Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) 10 business days' of the Company's request to Participant therefor, an amount equal to the excess, if any, of (i) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of, (A) prior to the Exchange Transfer Date, the Units, and (B) the Shares issued to Participant on the Exchange Date hereunder over (ii) the aggregate Cost of such Shares. For purposes of this Agreement, Grant, "Cost" means, in respect of any Share, the amount paid by Participant for the Units that were exchanged for such Share, as proportionately adjusted for all subsequent distributions on the Shares and other recapitalizations and less the amount of any distributions made with respect to (x) prior to the Exchange Transfer Date, the Unit or (y) the Share pursuant to the Company's organizational documents; provided, provided that Cost may not be less than zero (0). Any reference in this Agreement to grounds existing for a Termination for Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to a finding of or Termination for Cause. zero. View More
Found in SeaWorld Entertainment, Inc. contract
Prior Agreements Restrictive Covenants. (a) Restrictive Covenants. Participant agrees that, unless Participant has previously executed acknowledges and recognizes the Confidentiality, Non-Interference highly competitive nature of the businesses of the Company and Invention Assignment Agreement, Participant is required, its Affiliates and accordingly agrees, in LP Unit Agreement Page 3 his capacity as a condition an investor and equityholder in the Company and its Affiliates, to the grant provisions of the Shares, to execute and return... to the Company a copy of the Confidentiality, Non-Interference and Invention Assignment Agreement attached hereto as Appendix A (the restrictive covenants contained in the Confidentiality, Non-Interference and Invention Assignment Agreement are referred to in this Agreement as the (the "Restrictive Covenants"). Participant acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the Restrictive Covenants provisions of Appendix A would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement or any other agreement between the Company and its Affiliates, on the one hand, and Participant and Participant's Affiliates, on the other, and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. For the avoidance of doubt, the Restrictive Covenants contained in the Confidentiality, Non-Interference and Invention Assignment this Agreement are in addition to, and not in lieu of, any other restrictive Restricted Stock Agreement – Page 3 covenants or similar covenants or agreements between the Participant and the Company Group. or any of its Affiliates. For purposes of this Agreement, "Restrictive Covenant Violation" shall include means the Participant's breach of any of the Restrictive Covenants or any similar provision applicable to the Participant. (b) Repayment of Proceeds. If Notwithstanding any provision of Section 15(u) of the Plan to the contrary, in the event of a Restrictive Covenant Violation occurs or the Company discovers after Participant's Termination a termination of employment that grounds for a termination of employment with Cause existed for Cause at the time thereof, then Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) 10 business days' days of the Company's request to Participant therefor, an amount equal to the excess, if any, of (i) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received (A) upon the sale or other disposition of, or distributions in respect of, (A) prior to of the Exchange Date, the Units, LP Units issued hereunder (and any Summit Shares received in exchange for such LP Units), and (B) upon the Shares exercise of any stock options issued to Participant on in connection with, the Exchange Date Reclassification, over (ii) the aggregate Cost of such Shares. LP Units, Summit Shares, or stock options. For purposes of this Agreement, "Cost" means, in respect of any LP Unit or Summit Share, the amount paid by Participant for the Units Interests that were exchanged for converted into such LP Unit or Summit Share, as proportionately adjusted for all subsequent distributions on the Shares LP Unit or Summit Share and other recapitalizations and less the amount of any distributions made with respect to (x) prior to the Exchange Date, the Unit or (y) the Share pursuant to the Company's organizational documents; provided, recapitalizations; provided that Cost may not be less than zero (0). zero. Any reference in this Agreement to grounds existing for a Termination for termination of employment with Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to a finding of or Termination for termination with, Cause. Without limiting the foregoing, the LP Units shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law. View More
Found in Summit Materials, Inc. contract
Prior Agreements Restrictive Covenants. (a) Restrictive Covenants. Participant agrees that, unless Participant has previously executed the Confidentiality, Non-Interference and Invention Assignment Agreement, Participant is required, as a condition to the grant of the Shares, Option, to execute and return to the Company a copy of the Confidentiality, Non-Interference and Invention Assignment Agreement attached hereto as Appendix A (the restrictive covenants contained in the Confidentiality, Non-Interference and Invention Assignment Ag...reement are referred to in this Agreement as the "Restrictive Covenants"). Participant acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the Restrictive Covenants would be inadequate and the Company Group would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. For the avoidance of doubt, the Restrictive Covenants contained in the Confidentiality, Non-Interference and Invention Assignment Agreement are in addition to, and not in lieu of, any other restrictive Restricted Stock Agreement – Page 3 covenants or similar covenants or agreements between Participant and the Company Group. For purposes of this Agreement, "Restrictive Covenant Violation" shall include Participant's breach of any of the Restrictive Covenants or any similar provision applicable to Participant. (b) Repayment of Proceeds. If a Restrictive Covenant Violation occurs or the Company discovers after Participant's Termination that grounds existed for Cause at the time thereof, then Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) business days' of the Company's request to Participant therefor, an amount equal to the excess, if any, of (i) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of, (A) prior to the Exchange Date, the Units, and (B) the Shares issued to Participant on the Exchange Date over (ii) the aggregate Cost of such Shares. For purposes of this Agreement, "Cost" means, in respect of any Share, the amount paid by Participant for the Units that were exchanged for such Share, as proportionately adjusted for all subsequent distributions on the Shares and other recapitalizations and less the amount of any distributions made with respect to (x) prior to the Exchange Date, the Unit or (y) the Share pursuant to the Company's organizational documents; provided, that Cost may not be less than zero (0). Any reference in this Agreement to grounds existing for a Termination for Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to a finding of or Termination for Cause. View More
Found in Velocity Financial, LLC contract
Prior Agreements Restrictive Covenants. (a) Restrictive Covenants. Participant agrees that, unless acknowledges and recognizes the highly competitive nature of the businesses of the Company Group, that Participant has previously executed the Confidentiality, Non-Interference will be allowed access to confidential and Invention Assignment Agreement, Participant is required, proprietary information (including, but not limited to, trade secrets) about those businesses, as a condition well as access to the grant of prospective and actual ...customers, suppliers, investors, clients and partners involved in those businesses and the Shares, to execute good will associated with the Company Group and return accordingly agrees, in Participant's capacity as an investor and equity holder in the Company, to the Company a copy provisions of the Confidentiality, Non-Interference and Invention Assignment Agreement attached hereto as Appendix A (the restrictive covenants contained in the Confidentiality, Non-Interference and Invention Assignment Agreement are referred to in this Agreement as the (the "Restrictive Covenants"). Participant acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the Restrictive Covenants would be Restricted Stock Agreement – Page 3 inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, Parent and the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. For the avoidance of doubt, the Restrictive Covenants contained in the Confidentiality, Non-Interference and Invention Assignment this Agreement are in addition to, and not in lieu of, any other restrictive Restricted Stock Agreement – Page 3 covenants or similar covenants or agreements between Participant and the Company Group. For purposes of this Agreement, "Restrictive Covenant Violation" shall include Participant's breach of any of the Restrictive Covenants or any similar provision applicable to Participant. (b) Repayment of Proceeds. If a Restrictive Covenant Violation occurs or the Company discovers after Participant's Termination a termination of employment that grounds existed for Cause at the time thereof, then Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) 10 business days' of the Company's request to Participant therefor, an amount equal to the excess, if any, of (i) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of, (A) prior to the Exchange Date, the Units, and (B) the Shares issued to Participant on the Exchange Date hereunder over (ii) the aggregate Cost of such Shares. For purposes of this Agreement, "Cost" means, in respect of any Share, the amount paid by Participant for the Units that were exchanged for such Share, as proportionately adjusted for all subsequent distributions on the Shares and other recapitalizations and less the amount of any distributions made with respect to (x) prior to the Exchange Date, the Unit or (y) the Share pursuant to the Company's organizational documents; provided, that Cost may not be less than zero (0). zero. Any reference in this Agreement to grounds existing for a Termination for termination of employment with Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to a finding of or Termination for termination with, Cause. View More
Found in BrightView Holdings, Inc. contract