Competition and Solicitation. The Consultant shall not during the Duration of the Agreement, as specified/defined in Schedule 1, and for a period of 12 months immediately following the Termination Date, supply services of a type similar to those to be supplied under this Agreement, to any existing client or competitor of the Company.
Competition and Solicitation. (a) In consideration of Purchaser's obligations hereunder, for a period of five years from the Closing Date, each of Seller and its Affiliates shall not anywhere in the United States, in any capacity, whether for its own account or for any other person or organization, directly or indirectly, with or without compensation, (i) own, operate, manage, or control, or (ii) serve as a partner, agent, consultant, advisor or developer or in any similar capacity to or (iii) have any financial interest in, or aid or assist anyone else in the conduct of, any person or enterprise which competes with any product line of or service offered by Subsidiary at the time of the Closing, provided, however, that Seller and its Affiliates shall be permitted to have an ownership interest in a publicly-held corporation, which does not exceed two percent (2%) of the issued and outstanding shares of such publicly-held corporation.
(b) For a period of five years from the Closing Date, none of Seller or any of its Affiliates shall offer any product or service which is competitive with the products or services offered by Seller or Subsidiary prior to the Closing.
(c) For a period of five years from the Closing Date, none of Seller or any of its Affiliates shall, directly or indirectly, call upon, solicit, divert, take away or attempt to solicit any employee of Purchaser or Subsidiary with a view to inducing or encouraging such employee to leave the employ of Purchaser or Subsidiary.
(d) Seller acknowledges that the provisions of this Section 7.6 are reasonable, fair and equitable in scope, term and duration, are necessary to protect the legitimate business interests of Purchaser, and are necessary for the protection of Purchaser and that Purchaser will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, Seller agrees that it will not challenge the enforceability of this Section or any provision hereof nor will it raise any equitable defenses to such enforcement and that, in addition to any other relief to which Purchaser may be entitled in the form of actual or punitive damages, Purchaser shall be entitled to seek and obtain injunctive relief from a court of competent jurisdiction for the purpose of restraining Seller from any actual or Threatened breach of such covenants. To the extent that a court finds that any provision hereof is unenforceable, such court shall seek to enforce the intention of the Parties as set forth herein to the greatest extent al...
Competition and Solicitation. The Employee agrees that the Employee will not at any time during employment by the Company directly or indirectly own other than a passive investment interest in, or be connected as an officer, employee, agent, independent contractor, consultant, partner, shareholder or principal with, any corporation, partnership, proprietorship, association, or other entity or person engaged in developing, producing, designing, providing, soliciting orders for, selling, distributing or marketing products or services that directly or indirectly compete with the Company's products, services or business. The Employee further agrees that the Employee will not at any time during employment by the Company and for a period of one year following termination (voluntary or involuntary, whether or not for cause) of the Employee's employment with the Company, directly or indirectly, and whether or not for compensation, interfere with the business of the Company in any manner, including, without limitation, (a) by diverting or attempting to divert from the Company any business in which the Company is engaged or contemplates engaging, or (b) by inducing any employee of the Company to leave the Company's employ or any consultant or other independent contractor for the Company to change or terminate any relationship between that person and the Company.
Competition and Solicitation. The Employee agrees that the Employee will not at any time during employment by the Company directly or indirectly own other than a passive investment interest in, or be connected as an officer, employee, agent, independent contractor, consultant, partner, shareholder or principal with, any corporation, partnership, proprietorship, association, or other entity or person engaged in developing, producing, designing, providing, soliciting orders for, selling, distributing or marketing products or services that directly or indirectly compete with the Company’s products, services or business. Provided that the Company complies with its obligation of timely payment of compensation hereunder, the Employee further agrees that the Employee will not at any time during employment by the Company and for a period of one year following termination (voluntary or involuntary, whether or not for cause) of the Employee’s employment with the Company, directly or indirectly, and whether or not for compensation, interfere with the business of the Company in any manner, including, without limitation, (a) by diverting or attempting to divert from the Company any business in which the Company is engaged or contemplates engaging, or (b) by inducing any employee of the Company to leave the Company’s employ or any consultant or other independent contractor for the Company to change or terminate any relationship between that person and the Company.
Competition and Solicitation. Notwithstanding any provision in any of the Transaction Documents, including, but not limited to, Section 5.10 of the Contribution Agreement, Section 5.12 of the Asset Purchase Agreement, and Article 9 of the Operating Agreement, nothing shall prevent any Party from competing with any other, in any lawful way,
Competition and Solicitation. The provisions of Section 8 of the Employment Agreement shall continue to apply with the Employment Termination Date being the termination date of the Executive’s employment for purposes of such provisions. The Company acknowledges that, in accordance with Section 6 of the Employment Agreement, the Executive currently serves as a member of the board of directors of Conexant, Inc. and Gennum Corporation (the “Outside Directorships”), and further acknowledges that such service will not be considered a violation of Section 8 of the Employment Agreement.
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Competition and Solicitation. (a) In consideration of Veeco's obligations hereunder, for the period set forth in Section 5.16(c) below, each of the Company Stockholders agrees that he:
(i) shall not, in any capacity (a) own, operate, manage or control, or (b) serve as a partner, agent, consultant, advisor or developer or in any similar capacity to or (c) have any financial interest in, or aid or assist anyone else in the conduct of, any Person or enterprise which designs, manufactures, markets, services and/or sells (1) molecular beam epitaxy equipment, (2) metal organic chemical vapor deposition equipment, (3) organic light emitting display equipment or (4) parts or components for any of the foregoing;
(ii) shall not call upon, solicit, divert, take away or attempt to solicit any of the customers of Veeco or any of its Subsidiaries with respect to either the sale of products or the provision of services related to the design, manufacturing, marketing, service and/or sale of (1) molecular beam epitaxy equipment, (2) metal organic chemical vapor deposition equipment, (3) organic light emitting display equipment or (4) parts or components for any of the foregoing;
(iii) shall not, directly or indirectly, solicit or attempt to solicit any employee of Veeco or any of its Subsidiaries involved in the design, manufacturing, marketing, service and/or sale of (1) molecular beam epitaxy equipment, (2) metal organic chemical vapor deposition equipment, (3) organic light emitting display equipment or (4) parts or components for any of the foregoing with a view to inducing or encouraging such employee to leave the employ of Veeco or any of its Subsidiaries for the purpose of being hired by such Company Stockholder, an employer affiliated with such Company Stockholder or any competitor of Veeco or any of its Subsidiaries; provided, however, that general purpose advertisements shall not be considered a solicitation in violation of this Section 5.16(a)(iii).
(b) Notwithstanding anything in this Merger Agreement to the contrary, a Company Stockholder shall be entitled to directly or indirectly invest in up to 5% of the Equity Securities of any publicly traded company and up to 3% of the Equity Securities of any privately- held company, regardless of its business, provided that such Company Stockholder does not take an active role in the administration of the business and does not appoint a representative on the board of directors of such company.
(c) For purposes of this Section 5.16, the duration of ...
Competition and Solicitation. (a) In consideration of Veeco's obligations hereunder, for the period set forth in Section 5.16(c) below, each of the Party Stockholders agrees that he:
(i) shall not, in any capacity (A) own, operate, manage or control, or (B) serve as a partner, agent, consultant, advisor or developer or in any similar capacity to or (c) have any financial interest in, or aid or assist anyone else in the conduct of, any Person or enterprise which competes with former, current or currently contemplated products or activities of Veeco or any of its subsidiaries;
(ii) shall not call upon, solicit, divert, take away or attempt to solicit any of the customers of Veeco or any of its subsidiaries with respect to sales or services related to former, current or currently contemplated products or activities of Veeco or any of its subsidiaries;
(iii) shall not, directly or indirectly, solicit or attempt to solicit any employee of Veeco or any of its subsidiaries with a view to inducing or encouraging such employee to leave the employ of Veeco or any of its subsidiaries for the purpose of being hired by such Party Stockholder, an employer affiliated with such Party Stockholder or any competitor of Veeco or any of its subsidiaries.
(b) Notwithstanding anything in this Merger Agreement to the contrary, a Party Stockholder shall be entitled to invest in up to 2% of the shares of a publicly traded company, regardless of its business, provided that such Party Stockholder does not take an active role in the administration of the business and does not appoint a representative on the board of directors of such company.
(c) For purposes of this Section 5.16, the duration of the covenant of each Party Stockholder under this Section 5.16 shall begin on the Closing Date and shall terminate on the fifth anniversary of the Closing Date.
Competition and Solicitation. If (1) you resign with or without Good Reason, (2) your employment is terminated by the Company with or without Cause, (3) you retire under the terms of the Company's Retirement Plan, or (4) solely for the purposes of (ii) below, you resign following the expiration of this Employment Agreement, then for one (1) year after the Termination Date, in the case of clause (i) below, and for (2) two years after the Termination Date, in the case of clause (ii) below, you will not, without the written consent of the Board, directly or indirectly, (i) knowingly engage or be interested in (as owner, partner, stockhoIder, employee, director, officer, agent, consultant or otherwise), with or without compensation, any business in the United States which is in competition with any line of business actively being conducted on the Termination Date by the Company or any of its subsidiaries; provided that if your employment has been terminated by the Company without Cause or you have terminated your employment with the Company for Good Reason, you may so compete in which event you shall forfeit your right to receive future severance payments pursuant to paragraph 5(a)(1) hereof and (ii) whether or not your termination of employment occurred without Cause or for
