Agreement to Not Compete. (a) Executive acknowledges that in the course of Executive’s employment with the Company and its affiliates (hereinafter collectively referred to as the “Company Group”), Executive has and will become familiar with trade secrets and other confidential and proprietary information of the Company Group and that Executive’s services are and shall be of special, unique and extraordinary value to the Company.
(b) Executive agrees that, during the Employment Period, Executive will refrain from, directly or indirectly, owning any interest in, managing, controlling, financing, participating in, consulting with, or rendering services for, any activity or business transaction for Executive or any other person or entity, or affiliate, whether or not for remuneration, direct or indirect, contingent or otherwise, which (i) may result in a conflict of interest or otherwise adversely affect the proper discharge of Executive’s duties with, and responsibilities to, the Company hereunder, or (ii) in any way competes with, or interferes with, any operation of the Company Group; provided that this provision shall not prohibit Executive from (x) being a passive owner of not more than one percent of the outstanding stock of any company which is publicly traded, so long as Executive has no active participation in the business of such company or (y) engaging in activities with the prior written consent of the Company.
(c) Executive further agrees that, during the Employment Period and for a period of one year thereafter (together, the “Restriction Period”), Executive shall refrain from, directly or indirectly: (i) inducing or attempting to induce any employee of the Company Group to leave the employ of the Company Group; (ii) hiring any person who was an employee of the Company Group at any time during the twelve-month period preceding such hiring; and (iii) inducing or attempting to induce any existing or prospective customer, supplier, licensee, lender, licensor or other business relation of the Company Group to cease doing business with the Company Group, or to reduce the level of business conducted with the Company Group.
(d) Executive further agrees that, during the Restriction Period, Executive shall not make, either directly or indirectly, any oral or written negative, disparaging or adverse statements or representations of or concerning the Company Group, any of their clients, customers or businesses, or any of their current or former officers, directors, employees or shar...
Agreement to Not Compete. The Seller, Sub and Xxxxxxx agree that for a period of two years following the Closing Date (the “Non-Compete Term”), or until a payment default occurs under the Notes, whichever is earlier, the Seller, Sub and Xxxxxxx will not, either directly or indirectly, or through, on behalf of, or in conjunction with any Person, perform any services for, engage in or acquire, be an employee of, or have any financial interest in, or have any interest whatsoever in, any business (other than the Buyer) where such business is directly competitive with the Business as such Business is being conducted at the time of Closing and in the geographic area of the State of Texas.
Agreement to Not Compete. In consideration of the Purchase Price and as an inducement for Buyer to enter into this Agreement, the Seller and Forshaw agree that, effective as of the date hereof and for a period of sixty (60) months hereafter (the “Non-Compete Term”), none of Seller, its Affiliates or Forshaw shall, without the consent of the Buyer, directly or indirectly, own, engage in, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an employer, principal, agent, representative, consultant, investor, owner (including shareholder), lender, partner, manager, joint venturer or otherwise with, or permit its name to be used by or in connection with (i) the Business and (ii) the manufacture, formulation, distribution or sales of pentachlorophenol or solvents for pentachlorophenol or other wood treating chemicals used to pressure treat wood in the United States.
Agreement to Not Compete. During the term of this Agreement, neither you, any of your Principals, nor any member of your Principal’s immediate family will have any direct or indirect interest (e.g., through a spouse) as a disclosed or beneficial owner, investor, partner, director, officer, controlling shareholder, employee, consultant, representative or agent, or in any other capacity, in a Competitive Business (defined below), whether located within or outside the Protected Territory, without our prior written consent.
Agreement to Not Compete. (a) At any time that the Midland Principal is an Employee of Regency or any Affiliate of Regency, the Midland Principal shall not directly or Indirectly engage in the Business or Third Party Business other than on behalf of Regency or any such Affiliate of Regency and (b) during the NonCompete Period, the Midland Principal shall not directly or Indirectly engage in the Business in the Territory In Conjunction With Another Midland Principal, other than in the course of their employment by Regency or any Affiliate of Regency on behalf of Regency or such Affiliate of Regency. Notwithstanding the foregoing, if the Midland Principal is not an Employee of Regency or any Affiliate of Regency at the time, the Midland Principal may engage during the NonCompete Period in the Business in the Territory with respect to supercenters of mass merchandisers (including but not limited to Walmart, K-Mart and Target supercenters) In Conjunction With Another Midland Principal who is not an Employee of Regency or any Affiliate of Regency at the time.
Agreement to Not Compete. For a period of five (5) years following execution of this Agreement, neither Haxxxx xor any partner or other business entity owned or controlled by Haxxxx xn whole or in part shall, directly or indirectly acquire, own, control, operate or develop any interest in real property used or useful in connection with mining that is wholly or partially within a one (1) mile radius of GSLM's properties located in Beaver County, Utah and Chxxxxxxx Xounty, Nevada.
Agreement to Not Compete. In consideration of the Purchase Price, the Seller agrees that, effective as of the date hereof and for a period of sixty (60) months hereafter (the "Non-Compete Term"), neither the Seller nor any of its Affiliates shall, without the consent of the Buyer, directly or indirectly own, engage in, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an employer, principal, agent, representative, consultant, investor, owner (including shareholder), lender, partner, manager, joint venturer or otherwise with, or permit its or its Affiliates' names to be used by or in connection with (i) the Business conducted by the Seller (except with respect to the Ravap Products) and (ii) the development, manufacturing, processing, storage, distribution, sale marketing, use and licensing of oral larvicides in the United States.
Agreement to Not Compete. In consideration of the Purchase Price and as an inducement for Buyer to enter into this Agreement, Seller agrees that, effective as of the date hereof and for a period of sixty (60) months hereafter (the “Non-Compete Term”), none of Seller or its Affiliates shall, without the consent of Buyer, directly or indirectly, own, engage in, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an employer, principal, agent, representative, consultant, investor, owner (including shareholder), lender, partner, manager, joint venturer or otherwise with, or permit its name to be used by or in connection with the Penta Business or the manufacture, formulation, distribution or sales of pentachlorophenol or solvents for pentachlorophenol used to pressure treat wood in the United States and/or Canada. Notwithstanding the foregoing, Seller shall be entitled to own up to twenty-five percent (25%) of any class of equity securities of any such competitive Person if (x) such equity securities are listed on a national or regional securities exchange or registered under Section 12(g) of the Securities Act of 1933, or (y) such Person does not derive more than ten percent (10%) of their net sales revenue from the business of such Person that competes with the Penta Business of Buyer, provided, in each case, that Seller does not participate in the activities or operations of such Person.
Agreement to Not Compete. As a material inducement for the Corporation to enter into this Agreement, TDA and each of Xxxxxxx X. Xxxxxx and Xxxxxxxxx X. Xxxxxxxx hereby agree not to engage in, for the term of this Agreement, any activity of any nature that competes with the Corporation in the roofing supplies and related products markets.
Agreement to Not Compete. The Executive shall not, either during the Employment Period or for a period of twelve (12) months thereafter, directly or indirectly, in any manner whatsoever including, without limitation, either individually, or in partnership, jointly or in conjunction with any other Person, or as employee, principal, agent, director or shareholder:
(i) be engaged in any undertaking;
(ii) have any financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of the business of any Person which carries on a business; or
(iii) advise, lend money to, or guarantee the debts or obligations of any Person which carries on a business; in Canada or the United States which is the same as or substantially similar to or which competes with or would compete with the business carried on at that time by the Corporation or any of its Subsidiaries. It is acknowledged by the Corporation that the Executive shall not be in breach of this paragraph by reason only of owning shares in a publicly traded company (including indirect ownership through a mutual fund) in circumstances where the Executive is only a minor public shareholder and does not exercise any influence or direction over such company.
