Restrictions and Rights Clause Samples

The "Restrictions and Rights" clause defines the specific limitations and permissions granted to the parties under the agreement. It typically outlines what actions are prohibited, such as unauthorized use, copying, or distribution, and clarifies the rights retained or granted, like the right to use certain materials or access specific services. By clearly delineating what is and is not allowed, this clause helps prevent misunderstandings and disputes, ensuring both parties understand their obligations and entitlements under the contract.
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Restrictions and Rights. (a) During the Restriction Period, the Restricted Stock is subject to forfeiture in the event that the Participant attempts to sell, transfer, assign or pledge the Restricted Shares (the "Restrictions") or the Participant violates one of the covenants contained in Section 6 of this Agreement. Except as provided under Section 5 of this Agreement, the Restrictions on the Restricted Stock shall automatically lapse: (i) upon expiration of the Restriction Period; (ii) in the event of the Participant's Retirement, Permanent Disability, or death or in the event of a Change-in-Control; provided, however, that in the event the Participant requests early retirement or otherwise leaves the employ of the Corporation, the Committee may, upon the Participant's request and in the Committee's sole discretion, waive or revise this provision to permit the lapse of Restrictions on all or a portion of the Restricted Stock awarded hereunder on or prior to such early retirement or other departure from the employ of the Corporation; or (iii) as may be otherwise provided under the terms of the Plan. (b) During the Restriction Period, the Participant will be entitled to all other rights of a shareholder of the Corporation with respect to the Restricted Stock, including the right to vote the Restricted Stock and receive dividends and other distributions thereon.
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Restrictions and Rights. The following provisions shall apply to the Vemics Shares, the Warrant, Additional Warrant and the Additional Shares (as defined below): (1) The Shares are not, and if and when issued neither (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities upon exercise of the Additional Warrant, nor (iv) the Additional Shares will be, registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state "blue sky" laws (collectively, "State Acts"). The Shares are, and if and when issued (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities upon exercise of the Additional Warrant, and (iii) the Additional Shares will be, "restricted securities," as that term is defined in U.S. Securities and Exchange Commission ("SEC") Rule 144, and may not be sold, assigned, transferred or otherwise disposed of unless registered under the Securities Act and all applicable State Acts or unless exemptions from such registration requirements are available for such transaction. (2) The certificate or certificates evidencing the Vemics Shares (including any Escrowed Shares) to be delivered to EL Desktop, or, if and when issued, evidencing (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities issued upon exercise of the Additional Warrant, and (iii) the Additional Shares, will bear a restrictive legend substantially in the following form as long as applicable: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION OF THESE SECURITIES IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS." (3) (i) If, at any time after the first anniversary of the Closing Date, Vemics files a registration statement under the Securities Act for purposes of a public offering of securities of the Vemics for its own account, it shall notify EL Desktop in writing (the "Company Notice"). EL Desktop sh...
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Restrictions and Rights. Notwithstanding the grant of authority to the General Partner under Section 5.1 hereof, without the following specified vote of Limited Partners, the General Partner shall not: a. Refinance, sell or contract to sell substantially all of the assets of the Limited Partnership, including, but not limited to, the Network (Vote of Limited Partners owning at least 2/3 of outstanding Units); b. Do any act in contravention of this Agreement (unanimous); c. Employ, or permit the Limited Partnership to employ, the funds or assets of the Limited Partnership in any manner except for the exclusive benefit of the Limited Partnership (unanimous); or d. Receive any rebates or give-ups, directly or indirectly, or participate in any reciprocal business arrangements which would circumvent such prohibitions and any other prohibitions or restrictions contained herein with respect to the Partnership's dealings with the General Partner or its Affiliates (unanimous). e. Materially alter the use of Proceeds set forth in the Memorandum (Majority Vote).
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Restrictions and Rights. I. All rights to confidential information remain with the party which discloses confidential information. The other party undertakes not to use confidential information for its own or other purposes without express written consent and/or registration or registration of industrial property rights. In particular, the other party is not entitled to use confidential information obtained for itself or for a third party even after co-operation has ended. II. If one of the parties applies for registration of property rights based on or by using confidential information disclosed to the other party, the latter will not have the right to prior use of confidential information or novelties that have been disclosed. Nor will it be able to file similar objections.
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Restrictions and Rights. (a) Prior to vesting, shares of RS shall not be voluntarily or involuntarily sold, assigned, transferred, pledged, alienated, hypothecated or encumbered by the Employee, other than by will or the laws of descent and distribution. (b) Prior to vesting, Employee shall have voting rights and receive dividends (if any) in cash, without restriction. At the election of the Employee, dividends may be deferred through the Conectiv Deferred Compensation Plan, subject to the limitations set forth therein.
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Restrictions and Rights. All of the following terms and conditions must be adhered to and are legally binding, immediately upon acceptance of these Terms of Service.
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Restrictions and Rights 
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Related to Restrictions and Rights

  • Limitations and Restrictions Deduction of Rollovers and Transfers – A deduction is not allowed for rollover or transfer contributions.

  • Prohibitions and Restrictions The provisions of this Agreement shall not in any way limit the right of either Contracting Party to apply prohibitions or restrictions of any kind or take any other action which is directed to the protection of its essential security interests, or to the protection of public health or the prevention of diseases and pests in animals or plants.

  • Restrictions and Conditions (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company.

  • Rights and Restrictions The Restricted Share Units shall not be transferable, other than pursuant to will or the laws of descent and distribution. Prior to vesting of the Restricted Share Units and delivery of the Shares to the Employee following his termination of employment, the Employee shall not have any rights or privileges of a shareholder as to the Shares subject to the Award. Specifically, the Employee shall not have the right to receive dividends or the right to vote such Shares prior to vesting of the Award and delivery of the Shares.

  • License and Restrictions (a) Subject to the terms of this Agreement, we hereby grant you a limited, personal, revocable, nonexclusive, non sublicensable, non assignable, non transferable, non resellable license and right to use the Service. (b) You acknowledge and agree that any and all intellectual property rights (the “IP Rights”) in the Service are and shall remain the exclusive property of us. Nothing in this Agreement intends to or shall transfer any IP Rights to, or to vest any IP Rights in, you. You are only entitled to the limited use of the rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that is not contained in the Service, but may be accessed through the Service, is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. (c) You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Service or any part thereof without our prior written consent. (d) You agree not to undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Service or any part thereof. You agree not to intercept, capture, emulate, or redirect the communications protocols used by us for any purpose, including without limitation causing the Service to connect to any computer server or other device not authorized by us. (e) We reserve the right to add or delete features or functions, or to provide programming fixes, updates and upgrades, to the Service. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Service. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new version of the Service. (f) We have no obligation whatsoever to furnish any maintenance and support services with respect to the Service, and any such maintenance and support services provided will be provided at our discretion. (g) You grant to us a nonexclusive, perpetual, non-revocable, royalty free license to use, retain, and share any information transmitted through the Service by you, including, your location, device-based location information, account numbers, name, date, account amount, and endorsements solely for the purpose of providing the Services. This license shall survive termination of this Agreement for such period as necessary for us to provide the Services, comply with the law, or comply with an internal guidelines or procedures.