Applicable Restrictions Clause Samples
The "Applicable Restrictions" clause defines the specific limitations or conditions that apply to the use, transfer, or disclosure of certain rights, products, or information under the agreement. This clause typically outlines what actions are prohibited, such as reselling a product, sharing confidential information, or using intellectual property beyond the agreed scope. By clearly stating these boundaries, the clause helps prevent misuse or unauthorized activities, ensuring both parties understand and comply with the agreed-upon limitations.
Applicable Restrictions. (a) Beginning on the Grant Date, you shall have all rights and privileges of a stockholder of the Company with respect to the Restricted Shares except as follows (the “Restrictions”):
(i) dividends and other distributions declared and paid with respect to the Restricted Shares before they vest shall be subject to Section 3(c);
(ii) none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered, subjected to a levy or attachment or disposed of before they vest other than a transfer upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan; and
(iii) all or a portion of the Restricted Shares may be forfeited in accordance with Section 6.
(b) Any attempt to transfer or dispose of any Restricted Shares in a manner contrary to the Restrictions shall be void and of no effect.
(c) You will be entitled to receive regular cash dividends with respect to outstanding Restricted Shares, but any other dividends or distributions payable or distributable with respect to outstanding Restricted Shares, including any Shares or other property or securities distributable as the result of any equity restructuring or other change in corporate capitalization described in Section 12(a) of the Plan, shall be retained and held by the Company subject to the same Restrictions, performance and vesting conditions and any other terms of this Agreement to which the underlying Restricted Shares are subject. At the time the underlying Restricted Shares vest, the Company shall deliver to you (without interest) the portion of such retained dividends and distributions that relate to the Shares that have vested. In the event that the underlying Restricted Shares are forfeited, the portion of such retained dividends and distributions that relate to such Shares shall also be forfeited.
Applicable Restrictions. The Restricted Shares may not be transferred, sold, assigned, pledged, alienated, attached or otherwise encumbered (collectively, a “Transfer”) prior to the time they vest in accordance with this Agreement, except for a transfer to the Successor of the Participant in the event of the Participant’s death. Any prohibited Transfer will be void and unenforceable against the Company. No attempted Transfer of any Restricted Shares that is prohibited hereunder, whether voluntary or involuntary, shall vest the purported transferee with any interest or right in or with respect to such Shares.
Applicable Restrictions. (a) Beginning on the Date of Grant, you shall have all rights and privileges of a stockholder of the Company with respect to the Restricted Shares except as follows (the “Restrictions”):
(i) dividends and other distributions declared and paid with respect to the Restricted Shares before they vest shall be subject to Paragraph 3(c);
(ii) none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of before they vest other than by will or the laws of descent and distribution; and
(iii) all or a portion of the Restricted Shares may be forfeited in accordance with Section 6.
(b) Any attempt to dispose of Restricted Shares in a manner contrary to the Restrictions shall be void and of no effect.
(c) If the Company declares and pays a dividend or other distribution on its common stock, the Company shall retain custody of all such dividends and distributions made or declared with respect to any unvested Restricted Shares. The Company shall not be required to segregate any such retained dividends or distributions. At the time Restricted Shares vest, the Company shall * Unless the context indicates otherwise, terms that are not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future. pay to you (without interest) the portion of such retained dividends and distributions that relate to the Restricted Shares that vest.
Applicable Restrictions. Except as otherwise provided in Section 4 above, from and after the Effective Date, Hyland will not directly or indirectly promote, encourage or in any way assist or cooperate with its customers and remarketers, both present and future, in using ▇▇▇▇▇▇'▇ software products as a check imaging base, for financial industry use, which would compete with Licensees rights to the Licensed ▇▇▇▇▇▇ Software granted herein; provided, however, nothing herein shall prevent non-financial institution users of any ▇▇▇▇▇▇ software product from storing any types of documents, including check images and related information.
Applicable Restrictions. The Units may not be transferred, sold, assigned, pledged, alienated, attached or otherwise encumbered (collectively, a “Transfer”) prior to the time they vest in accordance with this Agreement, except for a transfer by will or the laws of descent and distribution in the event of your death. Any prohibited Transfer will be void and unenforceable against the Company. No attempted Transfer of any Units that is prohibited hereunder, whether voluntary or involuntary, shall vest the purported transferee with any interest or right in or with respect to such Units.
Applicable Restrictions. After the Merger, the provisions of Paragraph 4 and Paragraph 7 of the Stock Agreement shall no longer apply and Lisc▇▇▇'▇ ▇▇▇hts and obligations with respect to sales and transfers of Converted Lisc▇▇▇ ▇▇▇res shall be governed by this Paragraph 4 of this Agreement.
Applicable Restrictions. 8.1. Both the Recruiter and the Job Seeker shall refrain from the following when registering an account on the Platform:
8.1.1. selecting or using a name or e-mail address of another person with the intent to impersonate that person;
8.1.2. using a user name or e-mail address subject to the rights of any person without authorisation;
8.1.3. using a name in violation of the intellectual property rights of any person; or
8.1.4. using a name that We, in Our sole discretion, deem inappropriate or offensive.
8.2. Upon registration of an account, You shall create Your password. You undertake not to disclose Your logon credentials to any third-party so as to ensure the security of the account. Security of the account is Your responsibility and We disclaim all liability with regard thereto. You are responsible for all activities (whether by Yourself or by others) that occur under the account. We may require You to change the logon credentials at various times and You agree that You will comply with such requests. You will notify Us immediately of any unauthorised use of the account or any other breach of security. We assume no liability for any loss or damage arising from any unauthorised use of Your password or account by a third-party.
8.3. In the event of the security of Your account being compromised, We reserve the right to suspend the processing of any communications and will immediately deactivate Your logon credentials. You shall refrain from using the Website or the Platform until communications are received from Us.
8.4. You agree that You shall refrain from registering and creating accounts using “bots” or other automated means.
8.5. Technical support regarding the use of the Website or the Platform is only available to registered Users and is accessible via email at ▇▇▇▇▇@▇▇▇▇▇▇.▇▇.▇▇.
8.6. Both the Recruiter and the Job Seeker are not permitted to use the Website and the Platform to:
8.6.1. Copy, adapt, rent, lease, sub-license, resell, broadcast, publicly distribute or publicly display, transfer possession, or ownership, or provide right of access and use of the Website and the Platform, software and/or services or any related documentation, user manuals, products, services, data or other information or parts thereof, obtained from Ejoobi to any third party or attempt to do so unless otherwise provided for in these Terms;
8.6.2. Remove, alter or obscure any copyright, legal, proprietary or other notices on the Website and the Platform;
8.6.3. Using a...
Applicable Restrictions. Charities agree to the following;
Applicable Restrictions. The Manager shall refrain from any action which, in ----------------------- its sole judgment made in good faith, would adversely affect the status of the Company or, if applicable, any subsidiary of the Company as a REIT or which, in its sole judgment made in good faith, would violate any material law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any such subsidiary or which would otherwise not be permitted by the Company's or such subsidiary's Governing Instruments; any operating policies adopted by the Company; or any agreements provided to the Manager. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments; operating policies adopted by the Company; or any agreements provided to the Manager. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company, any subsidiary of the Company, the Unaffiliated Directors or any Stockholders of the Company or any of its subsidiaries for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 8 of this Agreement.
Applicable Restrictions. For a further discussion of applicable restrictions and some suggested entity agreement language as to the right to withdraw and put rights, see VI.B below, as to the right to cause dissolution of the entity, see VI.C. below, and as to concentrated voting control, see VI.H. below. Definition and Consequences of an Applicable Restriction. Code §2704(b): “if (A) there is a transfer of an interest in a corporation or partnership to…a member of the transferor’s family, and (B) the transferee and the members of the transferor’s family hold…control of the entity… any applicable restriction shall be disregarded in determining The Regs expand on the Code definition as follows: “An applicable restriction is a limitation on the ability to liquidate the entity (in whole or in part) that is more restrictive than the limitations that would apply under state law generally applicable to the entity in the absence of the restriction….If an applicable restriction is disregarded under this section, the transferred interest is valued as if the restriction does not exist and as if the rights of the transferor are determined under the state law that would apply but for the restriction.” Reg §25.2704-2(b) and (c). Is it an applicable restriction if the entity agreement prohibits an equityholder from withdrawing from the entity? Note that the Regs expand on the Code definition of applicable restriction by providing that an applicable restriction is a limitation on the ability to liquidate the entity “(in whole or in part)”. Does “in whole or in part” expand the definition of applicable restriction to include not only a restriction on the ability to liquidate the entity but also on the ability of an equityholder in the entity to cause the entity to acquire all or a portion of the equityholder’s interest in the entity, tantamount to a put right? Note that under Reg §25.2704- 1(a)(2)(v), dealing with lapses of liquidation rights, a liquidation right is defined as the right to compel the entity to acquire all or a portion of the equityholder’s interest in the entity. This is in effect a put right. However, the Regs at §25.2704-2 relating to applicable restrictions do not contain this language. If a §2704(b) applicable restriction was intended to apply to the right of an equityholder to compel the entity to acquire the equityholder’s interest in the entity, then why would §2704(b) and/or the Regs thereunder not expressly state this intention as §2704(a) does? The IRS’ position is that...