Outside Activities. Notwithstanding anything to the contrary herein, Executive shall be permitted: # to serve as a member of the board of directors or advisory board (or their equivalents in the case of a non-corporate entity) of any # charitable or philanthropic organization; # to engage in charitable, community or philanthropic activities or any other activities; or # to serve as an executor, trustee or in a similar fiduciary capacity; provided, that the activities set out in the foregoing clauses shall be limited by the Executive so as not to affect, interfere or conflict with, individually or in the aggregate, the performance of the Executive's duties and responsibilities. Any outside activities in excess of the foregoing shall require the consent of the Chairman of the Board.
Trading Activities. Neither the Buyer nor its affiliates has an open short position (or other hedging or similar transactions) in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.
Consultant agrees that in consideration for the Companys promise to provide Consultant with Confidential Information and trade secrets of the Company and its affiliates, in addition to other consideration provided herein, Consultant will not, beginning on the date of this Agreement and ending December 31, 2018, directly or indirectly, contact or solicit vendors, suppliers, customers or clients of the Company or its affiliates with whom Consultant had direct or indirect contact or about whom Consultant received proprietary, confidential or otherwise non-public information for the purposes of providing services relating to the provision of cementing and acidizing services (the Business), or interfere with or disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company or any of its affiliates and any vendor, supplier, customer or client of the Company or any of its affiliates or in any way encourage them to terminate or otherwise alter their relationship with the Company or any affiliate. Consultant further agrees that beginning on the date of this Agreement and ending on December 31, 2018, Consultant shall not, directly or indirectly, provide any products or services related to the Business or the Companys or its affiliates customers and clients, or prospective customers and clients, nor utilize the contacts, goodwill and rapport Consultant established with any customers and clients to take away or divert business or income away from the Company or its affiliates to other persons or entities. For purposes of this Section 9, customers and clients shall mean and include those customers, clients and prospective customers and clients who contacted or were contacted by the Company or its affiliates to do business with the Company or its affiliates.
Competitive Activities. For purposes of the Agreement, to which this [Exhibit B] is attached, Competitive Activities means any activities relating to products or services of the same or similar type as the products or services # which were or are sold (or, pursuant to an existing business plan, will be sold) to paying customers of the Company or any Related Company, and # for which you have any direct or indirect responsibility or any involvement to plan, develop, manage, market, sell, oversee, support, implement or perform, or had any such responsibility or involvement within your most recent 24 months of employment with the Company or any Related Company. Notwithstanding the previous sentence, an activity shall not be treated as a Competitive Activity if the geographic marketing area of such same or similar products or services does not overlap with the geographic marketing area for the applicable products and services of the Company or any Related Company.
Restricted Activities. Restricted Activities shall mean and include all of the following:
Permitted Activities. Subject to Section 5(a) and Section 10, no provision of this Agreement shall prohibit # Employee’s continued consulting positions, officer positions, board memberships and service with board committees and/or investments in the entities listed on [Schedule 1] attached hereto (the “Scheduled Entities”) provided that # Employee’s role or amount of time spent with respect to any of the Scheduled Entities does not expand or increase from that in effect on April 1, 2017, and # the nature and scope of the services and/or products provided by the Scheduled Entities does not change from that in effect on April 1, 2017, or # such other activities as may be approved by the Board at any time after the Commencement Date (collectively, the “Permitted Activities”).
No Public Market. [[Organization A:Organization]] understands that no public market now exists for the Note, and that [[Organization B:Organization]] has made no assurances that there will ever be a public market for the Note.
Market Standoff Agreement. Participant agrees that in connection with any registration of the Companys securities in connection with an initial public offering of the Companys securities that, upon the request of the Company or the underwriters managing such initial public offering of the Companys securities, Participant will not sell or otherwise dispose of shares of the Companys capital stock without the prior written consent of the Company or such underwriters, as the case may be, for such reasonable period of time after the effective date of such registration as may be requested by such managing underwriters and subject to all restrictions as the Company or the underwriters may specify. Participant will enter into any agreement reasonably required by the underwriters to implement the foregoing.
Principal Market Regulation. Notwithstanding any other provision of this Note, the Company shall not issue any shares of Common Stock upon conversion of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion without breaching the Company’s obligations under the rules or regulations of the Nasdaq Capital Market, except that such limitation shall not apply in the event that the Company: # obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Capital Market for issuances of shares of Common Stock in excess of such amount, or # obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion is reasonably satisfactory to the Holder.
If the Company Stock is listed on any established stock exchange or quoted on any established stock market system, Fair Market Value shall be the closing price for the Company Stock on the date as of which Fair Market Value is determined for any purpose under the Plan (or if no trades were reported the closing price on the immediately preceding date on which the Company Stock was traded) as reported by such exchange or stock market system or such other source as the Committee deems reliable; provided, however, the Committee may elect to use, subject to applicable requirements of the Code and Treasury Regulations, the average closing price over a designated number of up to thirty (30) consecutive days to determine the Fair Market Value if the daily volume of trading in the Company Stock is not, in the sole discretion of the Committee, sufficient to be a reliable indicator of Fair Market Value.
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