Restrictive Covenants Contract Clauses (3,342)

Restrictive Covenants. Employee acknowledges that his covenants contained in Section 8 of the Employment Agreement will survive the termination of his employment in accordance with their terms, and for this purpose, such termination of employment will be treated as a resignation without "good reason" (as defined in the Employment Agreement). Employee affirms that those covenants are reasonable and necessary to protect the legitimate interests of the Company, that he received adequate consideration in exchange for agre...eing to those restrictions, and that he will abide by those restrictions. Employee expressly and specifically acknowledges that he will fully comply with Section 12 of the Employment Agreement, which requires Employee to promptly return to the Company as of the Effective Time all documents and other property in his possession belonging to the Company. 3 4. Non-Disparagement. Employee will not disparage any Released Person or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of any Released Person. The Company shall instruct the members of the CBSI Board of Directors and the Company's executive officers to not disparage Employee or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of Employee. Notwithstanding the foregoing, in no event will any truthful, legally required disclosure or action be deemed to violate this Section, regardless of the content of such disclosure or the nature of such action. View More

Restrictive Covenants. In consideration of this grant of Restricted Stock Units, Participant agrees to the restrictive covenants set forth in Appendix 2 to this Award Agreement, the terms of which are incorporated by reference.

Restrictive Covenants. You and the Company acknowledge and agree that the non-solicitation and non-competition restrictions in Section 8(h) of the Employment Agreement shall not apply, and that you are not entitled to any Garden Leave Pay pursuant to the terms of Section 8(h)(iii) of the Employment Agreement. However, you agree that in connection with your separation from employment and in order to protect the Company's Proprietary Information (as defined in the Employment Agreement), goodwill, and other legitimate bu...siness interests, for a period of: (i) one (1) year following the end of the Advisory Termination Date, or (ii) two (2) years following the Advisory Termination Date if you breach your fiduciary duty to the Company or if you have unlawfully taken, physically or electronically, property belonging to the Company (in either case the "Restricted Period"): (a) Non-Competition. You shall not, directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, engage or otherwise participate in any business that develops, manufactures or markets any products, or performs any services, that are competitive with the products or services of the Company, including, without limitation, any products or services that the Company or its affiliates, has under development or were the subject of active planning at any time during your employment, or any business engaged in the research, manufacturing, development or marketing of a recombinant Complement Factor H therapeutic and the performance of any services related to the foregoing (a "Competing Business"). You acknowledge this covenant is necessary because the Company's legitimate business interests cannot be adequately protected solely by the other covenants in this Agreement or the Employment Agreement. (b) Non-Solicitation of Customers, Prospects, or Suppliers. You shall not, directly or indirectly, in any manner, solicit or transact any business with any of the customers or customer prospects of the Company or any of its suppliers. For purposes of this Agreement, (x) business shall include any business that researches, develops, manufactures, markets, sells or distributes a product or service that competes with a product or service of the Company, (y) customers shall include then current customers to which the Company provided products or services during the 12 months before the Advisory Termination Date (the "One Year Lookback") and customer prospects shall include customer prospects the Company solicited during the One Year Lookback and with which you had significant contact or about which you learned confidential information in the course of your employment, and (z) suppliers shall include then current suppliers and suppliers that provided services to or in connection with the Company during the One Year Lookback. (c) Non-Solicitation of Employees. You shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed by the Company. (d) Non-Solicitation of Consultants. You shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any consultant of the Company to leave the Company in order to work for or otherwise engage with a Competing Business or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then engaged by the Company to engage with or otherwise participate in a Competing Business. You agree that in the event you breach any of the restrictions under this Section 3, the remedies set forth in Section 12 of the Employment Agreement shall be available to the Company. View More

Restrictive Covenants. CONFIDENTIALITY. The Parties acknowledge that the Confidential Information (as defined below) is a valuable and unique asset and covenants that it will not disclose any such Confidential Information after Closing to any person for any reason whatsoever, unless such information is (a) within the public domain through no wrongful act of the disclosing Party, (b) has been rightfully received from a third party without restriction and without breach of this Agreement, or (c) is required by law to be... disclosed or is disclosed for purposes of defending claims related to Seller in a manner designed to protect the confidentiality of the Confidential Information. "Confidential Information" means information relating to the business of the Parties that is not in the public domain or readily determinable by reference to publicly available sources and specifically including, without limitation, information and knowledge pertaining to products and services offered, innovations, ideas, plans, trade secrets, proprietary information, advertising, sales methods and systems, sales and profit figures, customer and client lists, and relationships with dealers, customers, and clients, suppliers and others who have business dealings with such parties. 8.02. NON-DISPARAGEMENT. No Party hereto will disparage or otherwise publish or communicate derogatory statements or opinions about any other party or their respective affiliates, practices, businesses, or personnel, to any person or entity, be it orally, in writing, or otherwise. For purposes of this Agreement, "derogatory" means a statement that detracts from one's character, standing, or reputation. 13 of 18Initials: _____, _____, _____, ____ 8.03. NON-COMPETITION. To the fullest extent permitted by law, immediately following the Closing Date, Seller and its principals, by their signatures hereunder, agree that they shall not in any way compete with Buyer or CANB (collectively, "Company"), either individually or through any competing business, by developing, selling, or marketing any hemp-based cannabinoid product, or any product in which a likelihood of confusion may exist within the commercial cannabis market. For purposes of this Agreement, the term "competing business" means any person, business, service provider, operation or other program that offers products or services similar to those offered by Company. For purposes of this Agreement, directly or indirectly engaging in any competing business means participating in a business which competes, either as an owner, partner, agent or employee of such business. For purposes of this Agreement, "likelihood of confusion" means the likelihood that a consumer would reasonably believe a product developed by Seller outside of this Agreement is associated with Company due to the similarities portrayed between such product and a product developed by Company. 8.04. SURVIVAL. The provisions of this Article 8 will survive Closing to the maximum extent permitted by law. View More

Restrictive Covenants. Dr. Rothberg hereby reaffirms and agrees to comply with the policies and procedures of the Company and its affiliates for protecting confidential information and will never disclose to any person (except as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its affiliates), or use for his own benefit or gain, any confidential information obtained by Dr. Rothberg incident to his association with the Company or any of its affiliates.

Restrictive Covenants. The Company covenants and agrees that, so long as the aggregate principal amount of all outstanding Notes is at least $18,845,851, it shall not, without the prior written consent of the Requisite Purchasers: (a) incur any additional Indebtedness, except for additional Indebtedness in an aggregate principal amount of up to $50,000,000 in any calendar year commencing with the calendar year ending December 31, 2018; (b) declare or pay any cash dividend or make a cash distribution on any of its capi...tal stock; provided, however, that this provision shall not apply to the repurchase of Common Stock from employees, officers, directors, consultants or other persons performing services for the Company or any subsidiary of the Company pursuant to agreements under which the Company has the option to repurchase such shares at no greater than cost upon the occurrence of certain events, such as the termination of employment or service; 10 (c) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the Company's assets; or (d) alter or change the rights, preferences or privileges of the Notes as a class. View More

Restrictive Covenants. (a)Noncompete. For a period beginning on your termination date and ending [twelve (12)] months thereafter, you agree to not, directly or indirectly, engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in or participate in the financing, operation, management or control of, any person, firm, corporation or Page 2 business that competes with Company (or any parent or subsidiary... of the Company); provided, however, that you shall not be prohibited from owning, solely as an investment, up to 1% of the stock of a publicly traded corporation or up to 5% of the equity of a non-publicly traded company. You may elect not to comply with the provisions of this Section 4(a) following your termination of employment. However, all continuing payments and benefits to which you would have been entitled pursuant to Section 2 will immediately cease. (b)Nonsolicit. (i)For a period beginning on your termination date and ending [twelve (12)] months thereafter, you, directly or indirectly, whether as employee, owner, sole proprietor, partner, director, member, consultant, agent, founder, co-venturer or otherwise, will not solicit, induce or influence any person to leave employment with the Company (or any parent or subsidiary of the Company). (ii)For a period beginning on your termination date and ending [twelve (12)] months thereafter, you, directly or indirectly, whether as employee, owner, sole proprietor, partner, director, member, consultant, agent, founder, co-venturer or otherwise, will not directly or indirectly solicit business from any of the Company's customers and users on behalf of any business that directly competes with the principal business of the Company (or any parent or subsidiary of the Company). You may elect not to comply with the provisions of this Section 4(b)(ii) following your termination of employment. However, all continuing payments and benefits to which you would have been entitled pursuant to Section 2 will immediately cease. (c)Understanding of Covenants. You represent that you (i) are familiar with the foregoing covenants not to compete and not to solicit, and (ii) are fully aware of your obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. View More

Restrictive Covenants. In the event the Holder breaches any of the restrictive covenants set forth in the Holder's Individual Agreement (if any) while such restrictive covenants are in effect, the Holder will forfeit any right to the RSUs, to the extent the RSUs have not been paid pursuant to Section 5, as of the date of such breach.

Restrictive Covenants. Notwithstanding anything to the contrary in the Notice of Grant, to the extent permitted by applicable law, as a condition precedent to the Company granting you the Restricted Award, and in order to receive any payments pursuant to Section 6, Participant must have complied with the time-vesting restrictive conditions, as set forth in Exhibit A, through and including the Vesting Date and any post-employment restrictions that are applicable. For the avoidance of doubt, the restrictive conditions s...et forth in Exhibit A shall apply in addition to (and shall not be limited by the provisions of) any other non-competition, non-pooling, non-solicitation, confidentiality, non-disparagement or similar covenants or conditions to which the Participant is a party with the Company or any affiliate thereof. View More

Restrictive Covenants. Employee acknowledges that: (a) during Employee's employment with Santander, Employee will obtain Confidential Information; (b) the Confidential Information has been developed and created by Santander at substantial expense and the Confidential Information constitutes valuable proprietary assets of the Company; (c) Santander will suffer substantial damage which will be difficult to compute if Employee should solicit or interfere with the Company's employees, clients, customers, vendors, or suppl...iers or should divulge Confidential Information relating to the business of the Company; (d) the provisions of this Agreement are reasonable and necessary for the protection of Santander's business and the Confidential Information; (e) Santander would not have provided Employee with Confidential Information unless Employee agreed to be bound by the terms hereof; and (f) the provisions of this Agreement will not preclude Employee from other gainful employment.4 For these reasons, Employee agrees to the following restrictive covenants designed to protect the Confidential Information: a.Non-Competition: Employee shall not, during the Restricted Period, without the prior written consent of Santander, directly or indirectly, on Employee's behalf or on behalf of or in conjunction with others, as a contractor, agent, shareholder, owner, partner, director, officer, principal, member, employee, or in any other capacity or manner whatsoever, for Employee's own benefit or for the benefit of any other person or entity, render services or advice to, accept employment with, lend Employee's name or credit to, work for, participate in the ownership, management, operation, financing, or control of, an entity currently engaged in, or desiring to become engaged in, Competing Activities in the Restricted Area. Notwithstanding the foregoing, nothing in this Agreement restricts Employee from owning less than 1% of any class of securities of such entity as a passive investor, if such securities are listed on a national securities exchange. Employee understands that this provision does not restrict Employee from accepting any employment with any entity that does not engage in Competing Activities. b.Non-Solicitation: Employee shall not, during the Restricted Period, without the prior written consent of Santander, directly or indirectly, on Employee's behalf or on behalf of or in conjunction with others, as a contractor, agent, shareholder, owner, partner, director, officer, principal, member, employee, or in any other capacity or manner whatsoever, solicit business from, attempt to transact business with, transact business with, or interfere with the Company's relationship with any Customer or Prospective Customer, vendor, supplier, or contractor of the Company. This restriction applies only to business that is a Competitive Activity. c.Anti-Raiding: Employee shall not, during the Restricted Period, without the prior written consent of the Company, directly or indirectly, on Employee's behalf or on behalf of or in conjunction with others, as a contractor, agent, shareholder, owner, partner, director, officer, principal, member, employee, or in any other capacity or manner whatsoever, directly or indirectly solicit for employment, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is, or within the 12-month period immediately preceding the date of any such activity was, an employee or contractor engaged by the Company. The term "Restricted Period" means during Employee's employment with the Company and for a period of [****] thereafter. The term "Restricted Area" means the [****]. The term "Competing Activity" means [****]. The term "Customer or Prospective Customer" means any client or customer of the Company, or any person or entity with whom the Company has attempted to do business, within the [****] period prior to the end of Employee's employment. This term is limited to those clients, customers, persons, or entities: (1) with whom Employee had contact; or (2) about whom Employee received Confidential Information. View More