Restrictive Covenants and Other Agreements Clause Samples

The "Restrictive Covenants and Other Agreements" clause sets out specific obligations and limitations on parties, often to protect business interests such as confidential information, non-competition, or non-solicitation. This clause typically details what actions are prohibited, such as working for competitors, soliciting clients or employees, or disclosing proprietary information, and may specify the duration and geographic scope of these restrictions. Its core function is to safeguard the legitimate interests of a party by preventing unfair competition or misuse of sensitive information after the contractual relationship ends.
Restrictive Covenants and Other Agreements. 4.1. The Consultant agrees that he is bound by the restrictive covenants contained in the Employment Agreement by and between Tufco and the Consultant dated October 8, 1996 (the “Employment Agreement”), including, but not limited to, Sections 5, 8 and 9 of the Employment Agreement and that Tufco shall be entitled to relief against the Consultant pursuant to Section 10 of the Employment Agreement; provided, however, that the term “Non-Competition Period” shall mean the period ending one (1) year after the later of (i) the date on which the Consulting Term or, if applicable, the last Consulting Term Extension Period (as defined below) terminates and (ii) the date on which the Consultant is no longer a member of the Board. Notwithstanding any other provision of this Agreement, Tufco and the Consultant agree that all such restrictive covenants shall survive the execution and/or expiration of this Agreement or the Consulting Term, including, but not limited to, Sections 5, 8, 9 and 10 of the Employment Agreement.
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Restrictive Covenants and Other Agreements. (a) [Noncompete. In consideration of the Company entering into this Agreement with the Executive, the Executive hereby agrees, for so long as the Executive is employed by the Company or one of its Affiliates and for a period of one year thereafter (or, in the event the Executive is entitled to the compensation provided for in Section 4 of this Agreement, for a period of three years thereafter) (the “Noncompete Period”), the Executive shall not, without the Company’s prior written consent, directly or indirectly, engage in, be employed by, act as a consultant for or have a financial interest (other than an ownership position of less than 1% in any company whose shares are publicly traded or any non-voting, non-convertible debt securities in any company) in any business engaged in Company Business (as defined below), or work for or provide services to any Competitor (as defined below) of the Company or its Affiliates, within the United States or within any foreign country in which the Company or its Affiliates (i) has an office, (ii) is or has engaged in Company Business or (iii) proposes to engage in Company
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Restrictive Covenants and Other Agreements 
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Related to Restrictive Covenants and Other Agreements

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Covenants and Additional Agreements 5.1. ACCESS; CONFIDENTIALITY.

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Other Covenants and Agreements (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

  • Agreements and Other Documents 29 3.23 Solvency....................................................................................... 29 3.24