Agreement Not to Compete or Solicit. (1) During the Non-Competition Period (as defined below), the Executive will not engage or participate in, directly or indirectly, as principal, agent, employee, corporation, consultant, investor or partner, or assist in the management of, any business which is Competitive with the Company (as defined below).
Agreement Not to Compete or Solicit. (a) In furtherance of the sale of the Shares to Purchaser under this Agreement and to more effectively protect the value and goodwill of the Company and the Business represented thereby, Seller covenants and agrees that, during the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, Seller shall not, and shall cause its Affiliates not to, directly or indirectly:
Agreement Not to Compete or Solicit. Employee agrees that in order to preserve the confidentiality of the Proprietary and Confidential Information, to prevent the theft or misuse of the Proprietary and Confidential Information, and to protect the Employer Group’s customer relationships with its existing customers, Employee agrees that during the Covenant Period (as defined below), Employee shall not, without Employer’s written consent, directly or indirectly, for Employee or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business venture of any nature (other than on behalf of the Employer Group):
Agreement Not to Compete or Solicit. Executive acknowledges that he has become, and shall continue to be, familiar with Confidential Information concerning the Employer Group and that his services have been, and shall continue to be of special, unique and extraordinary value to the Employer Group. Therefore, without the prior written consent of Employer (which consent may be granted or withheld in its sole and absolute discretion), during the Restricted Period, Executive shall not (and shall not take any steps toward or preparations in respect of) and shall cause their respective affiliates not to, directly or indirectly, either for themselves or for any other person, develop, own. manage, control or exert any influence upon, acquire, lease, consult with, render or provide advice to, operate, affiliate with, participate in, permit their name to be used in connection with, receive any economic benefit from, or in any other manner engage in any other similar activity or have any financial interest in, or otherwise provide any services to or for the benefit of, a Restricted Business within the Restricted Territory. The term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, manager, employee, partner, sole proprietor, agent, representative, independent contractor, seller, franchisor, franchisee, creditor, or owner; provided that the foregoing activities shall not include passive ownership of less than two percent (2%) of the stock of a publicly held corporation whose stock is traded on a national securities exchange or in the over the counter market. During the Restricted Period, Executive shall not directly or indirectly through another person (i) call on, solicit, or service any customer of the Employer Group or prospective customer of the Employer Group, with respect to products or services that are currently being provided by Employer or which Employer is currently in the process of developing or (ii) encourage, induce or solicit, or attempt to encourage, induce or solicit, any past or present customer, vendor, supplier or other business partner or prospective customer, vendor, supplier or other business partner to cease doing, or not engage in, business with Employer; provided, however, that these restrictions shall apply (y) only with respect to those customers, vendors, suppliers or other business partners who are or have been such a business partner of Employer at any time within the immediately preceding one-year period or whose bu...
Agreement Not to Compete or Solicit. During a period of one year after the Termination Date as defined in the Agreement (the "Period of Restriction"), and in consideration of the benefits specified in the Agreement and this Addendum, and the others terms and obligations of the Agreement and this Addendum, Officer agrees as follows:
Agreement Not to Compete or Solicit. (a) The Company agrees that it shall not, and it shall cause each of its Affiliates (which, solely for purposes of this Section 6.8, shall exclude Xxxxx Xxxxxxx) not to, directly or indirectly, own, manage, operate or otherwise engage in any business (a “Competing Business”) that competes with (i) the Products during the period commencing on the Closing Date and expiring on the fourth anniversary of the Closing Date (the “Restricted Period”), and (ii) the Business during the period commencing on the Closing Date and expiring on the second anniversary of the Closing Date; provided, however, that it shall not be a violation of this Section 6.8(a) for the Company or any of its Affiliates to (w) beneficially and passively own any stock (or other equity interest convertible into stock) of any corporation listed on a national securities exchange that invests in, manages or operates a Competing Business, in each case, provided that such stock (or stock obtained upon conversion of such other equity interests) represents less than five percent of the outstanding capital stock of such Person, (x) acquire (and thereafter continue to own) all or a majority of the stock or assets of any Person that derived less than five percent of its annual consolidated revenues from a Competing Business during the calendar year immediately preceding the consummation of such acquisition, (y) develop, manufacture or sell active pharmaceutical ingredients primarily intended for incorporation into finished dose non-human pharmaceutical products, or (z) consummate any of the transactions contemplated by this Agreement and comply with the terms of this Agreement.
Agreement Not to Compete or Solicit. During such time as the Officer is employed by the Company and upon the Officer's termination, continuing throughout the Transition Period, and in consideration of the benefits specified in Paragraph 3 above and the terms and obligations of this Agreement, Officer agrees as follows:
Agreement Not to Compete or Solicit shall include:
Agreement Not to Compete or Solicit. In order to assure Buyer the complete benefit of the ownership of the Assets and the Business, Seller covenants that, for a period of five years after the Closing Date, neither Seller nor any Affiliate of Seller shall (i) engage in a business similar to that of the Business and the Division as of the date of this Agreement (a "COMPETING BUSINESS"), anywhere in the world whether such engagement shall be as owner, partner, agent, consultant or shareholder (except as the holder of not more than two percent (2%) of the outstanding shares of a corporation whose stock is listed on any national or regional securities exchange or reported by the National Association of Securities Dealers Automated Quotation System or any successor thereto) or assist any other Person to be so engaged; (ii) solicit the employment of or hire any person while such person is in the employ of Buyer or its Affiliates; (iii) solicit any Person who is a customer of the Division at the Closing Date for purposes of selling to such customer any product that competes with any product made by the Division as of the Closing Date; or (iv) induce or attempt to induce any individual, business, corporation, firm, partnership or other business entity that is a customer or supplier to Buyer or any distributor or seller of products of Buyer, or that is otherwise a contracting party with Buyer, to terminate or otherwise adversely change or cancel any written or oral agreement with Buyer. This Section shall survive the expiration or termination of this Agreement. Seller acknowledges that the periods of restriction, the geographical areas of restriction and the restraints imposed by the provisions of this Section 5.14 are fair and reasonably required for the protection of Buyer. In the event that any of the provisions of this Section 5.14 relating to the geographic areas of restriction or the periods of restriction shall be deemed to exceed the maximum area or period of time which a court of competent jurisdiction would deem enforceable, the geographic areas and times shall, for the purposes of this Agreement, be deemed to be the maximum areas or time periods which a court of competent jurisdiction would deem valid and enforceable in any state in which such court of competent jurisdiction shall be convened. Seller acknowledges that any breach of its obligations under this Section 5.14 may result in irreparable injury to Buyer, for which Buyer may not have an adequate remedy at law. In the event of any suc...
Agreement Not to Compete or Solicit. During such time as the Officer is employed by the Company and for the twelve (12) month period after the Termination Date (collectively, the "Period of Restriction"), and in consideration of the terms and conditions of this Agreement, the Officer agrees as follows:
