Covenant Against Competition and Solicitation. (a) I acknowledge and understand that, in view of my position as an employee of the Company, I may have previously been afforded, or in the future may be afforded, access to the Company’s Confidential Information and that of its affiliates. I therefore agree that during the course of my employment with the Company or any of its affiliates and for a period of 12 months after termination of my employment with the Company and all of its affiliates (for any reason or no reason) (the “Restricted Period”), I will not, anywhere within the United States of America or any other country or territory in which the Company or its affiliates conducts business, either directly or indirectly, whether alone or as an employee, employer, consultant, independent contractor, agent, principal, partner, joint venturer, stockholder, member, officer, director or otherwise of any company or other business enterprise, or in any other individual or representative capacity, engage in, assist in, participate in, or otherwise be connected to or benefit from any Competitive Business. As used in this Agreement, “Competitive Business” shall mean any individual, entity, or business enterprise that is engaged in or is seeking to engage in: (i) the development, design, manufacture, marketing, sale and/or distribution of tracking and monitoring products; or (ii) the development, design, manufacture, marketing, sale and/or distribution of any products that are directly competitive with products that (a) represent at least 10% of the Company’s consolidated product revenues, (b) were first sold or distributed by the Company or any of its affiliates during the preceding 12-month period, or (c) are being developed, produced, marketed and/or distributed by the Company or any of its affiliates and are scheduled to be first sold or distributed by the Company within a 12-month period; provided, however, that for purposes of this definition, a business shall be a “Competitive Business,” as it applies during the 12 month period after termination of my employment only if the Company is engaged or is actively seeking to engage in that business on the date of my termination of employment with the Company or was engaged or actively seeking to engage in that business at any time during the preceding 12 months.
Covenant Against Competition and Solicitation. (A) Executive acknowledges and understands that, in view of the position that Executive holds as an executive-level employee of Employer, Executive's relationship with Employer will afford Executive extensive access to Confidential Information of the Company. Executive therefore agrees that during the course of Executive's employment with Employer and for a period of eighteen (18) months after termination of Executive's employment with Employer (for any reason or no reason) (collectively, "Restricted Period"), Executive shall not: (i) anywhere within the United States of America or any other country in which the Company then conducts or proposes to conduct business, either directly or indirectly, as an owner, stockholder, member, partner, joint venturer, officer, director, consultant, independent contractor, agent or employee, engage in any business or other commercial activity which is engaged in or is seeking to engage in a "competitive business." As used in this Agreement, the term "competitive business" shall mean any individual or enterprise other than the Excluded Businesses, engaged in or seeking to engage in (a) the business of providing payment processing solutions to merchants, or (b) the development research, production, marketing, distribution or sale of any product or service that is directly competitive with, or that may be purchased in replacement of substitution of, any product of service that is being produced, marketed, distributed, sold, or actively developed by Employer or any of its affiliates or subsidiaries. A product or service shall be deemed to be under "active development" by Employer, its affiliates or subsidiaries as of a particular date, if Employer or such affiliate or subsidiary has devoted material resources to the development thereof and intends to produce, market, distribute or sell such product or service within the following eighteen (18) months.
Covenant Against Competition and Solicitation. (A) Employee acknowledges and understands that, in view of the position that Employee holds or will hold as an employee of Employer, Employee's relationship with Employer will afford Employee extensive access to Confidential Information of the Company. Employee therefore agrees that during the course of Employee's employment with Employer and for a period of 18 months after termination of Employee's employment with Employer (for any reason or no reason) (collectively, "Restricted Period"), Employee shall not, anywhere in the world, either directly or indirectly, as an owner, stockholder, member, partner, joint venturer, officer, director, consultant, independent contractor, agent or employee, with or without remuneration, engage in any business or other commercial activity, excluding for such purpose the ADM Tronics Business Activities, that is engaged in the business of (i) designing, developing and/or commercializing electrotherapeutic technologies or (ii) designing, developing, marketing, selling, distributing and/or providing any products or services that are of the same nature as a product or service provided by the Company or a product or service that the Company is developing or seeking to provide and of which Employee has knowledge. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit Employee's ownership of less than 2% of the outstanding shares of any publicly traded corporation that conducts a business competitive with that of Employer.
(B) Employee further agrees that, during the Restricted Period, Employee shall not, directly or indirectly, either on Employee's own behalf or on behalf of any other individual or commercial enterprise: (i) contact, communicate, solicit or transact any business with or assist any third party in contacting, communicating, soliciting or transacting any business with (x) any of the customers or vendors of the Company, (y) any prospective customers or vendors of the Company being solicited at the time of Employee's termination, or (z) any individual or entity who or which was within the most recent twelve (12) month period a customer or vendor of the Company, for the purpose of inducing such customer or vendor or potential customer or vendor to be connected to or benefit from any competitive business or to terminate its or their business relationship with the Company; (ii) solicit, induce or assist any third party in soliciting or inducing any individual or entity who is then (or was at any time ...
Covenant Against Competition and Solicitation. (A) Executive acknowledges and understands that, in view of the position that Executive holds or will hold as an employee of Employer, Executive’s relationship with Employer will afford Executive extensive access to Confidential Information of Employer and its affiliates and subsidiaries. Executive therefore agrees that during the course of Executive’s employment with Employer and for a period of twelve (12) months after termination of Executive’s employment with Employer (for any reason or no reason) (collectively, “Restricted Period”), Executive shall not: (i) anywhere within the United States of America, Canada or any other country in which Employer or any of its affiliates or subsidiaries then conducts or proposes to conduct business, either directly or indirectly, as an owner, stockholder, member, partner, joint venturer, officer, director, consultant, independent contractor, agent or employee, engage in any business or other commercial activity that is engaged in or is seeking to engage in a “competitive business”. As used in this Agreement, the term “competitive business” shall mean (i) the business of pet health insurance, or (ii) or any other business competitive with the type of business conducted by (or actively being contemplated by) Employer or any of its affiliates or subsidiaries on the date of termination. Notwithstanding the foregoing, in the event that Executive’s employment is terminated by Employer without Cause pursuant to Section 4.01(B) above, then, for purposes of this Section 5.04(A) only, the Restricted Period shall end on the later of (i) the last day of Executive’s employment or (ii) the last day for which Executive receives payment from Employer pursuant to Section 4.02(B).
Covenant Against Competition and Solicitation. (a) In order to induce HSNS to enter into this Agreement and to issue the Common Stock and make payments as provided herein, Summus and each Stockholder hereby agrees that, for the period of eighteen (18) months immediately following the Closing Date, each of them will not, without the prior written consent of HSNS, for his own account or jointly with another, directly or indirectly, for or on behalf of any Person, as principal, agent or otherwise:
(i) participate in the control or management of or assist a business that develops, markets, licenses out or sells digital media compression products or services within the Territory (the "BUSINESS"), or assist such a business in the development of digital media compression products or services, or accept employment as a consultant, director, officer or manager by a business engaged in the Business, except HSNS;
(ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed or engaged by HSNS in any capacity (including, without limitation, as an employee, distributor, independent contractor or agent), to leave such employment or engagement, whether or not such employment or engagement is pursuant to a contract or is at will.
(b) Although the parties have, in good faith, used their best efforts to make the provisions of this PARAGRAPH 4.5 reasonable in the scope of activities, geographic area and in duration, and it is not anticipated, nor is it intended, by any of the parties hereto that a Forum of competent jurisdiction would find it necessary to reform the provisions hereof to make it reasonable in respect to the scope of activities, geographic area and in duration, or otherwise, the parties understand and agree that if a Forum of competent jurisdiction determines it necessary to reform the scope of this PARAGRAPH 4.5 in order to make it reasonable in respect to the scope of activities, geographic area or duration, or otherwise, damages, if any, for a breach hereof, as so reformed, would be deemed to accrue to HSNS as of and from the date of such a breach only insofar as the damages for such breach relate to an action which occurred within the scope of activities, geographic area and duration as so reformed.
(c) The parties acknowledge that the Acquired Business is international in scope, and that eighteen (18) months is a reasonable duration for the provisions of PARAGRAPH 4.5 above in order for HSNS to commercialize and exploit the technology acquired as part of the Acquired Asset...
Covenant Against Competition and Solicitation. (a) I acknowledge and understand that; in view of my position as an employee of the Company, I may have previously been afforded, or in the future may be afforded, access to the Company’s Confidential Information and that of its affiliates. I therefore agree that during the course of my employment with the Company or any of its affiliates and for a period of (i) three (3) years following the closing of the Offer, or (ii) two (2) years after termination of my employment with the Company and all of its affiliates (for any reason or no reason), whichever is longer (the “Restricted Period”), I will not, anywhere within the United States of America or any other country or territory in which the Company or its affiliates conducts business, either directly or indirectly, whether alone or as an employee, employer, consultant, independent contractor, agent, principal, partner, joint venturer, stockholder, member, officer, director or otherwise of any company or other business enterprise, or in any other individual or representative capacity, engage in, assist in, participate in, or otherwise be connected to or benefit from any Competitive Business. As used in this Covenants Agreement, “Competitive Business” shall mean any individual, entity, or business enterprise that is engaged in or is seeking to engage in: (i) the research, development, processing, marketing, and/or distribution of human or xenograft tissues to be used for the purpose of human transplantation to repair or promote the healing of soft tissue defects in any of the following clinical applications: hernia, rotator cuff, breast, diabetic foot ulcer and anterior cruciate ligament; (ii) the research, development, processing, marketing, and/or distribution of negative pressure wound therapy; or (iii) the research, development, production, marketing, and/or distribution of any products that are directly competitive with products that (a) represent at least 10% of the Company’s consolidated product revenues, (b) were sold or distributed by the Company or any of its affiliates during the preceding 12-month period, or (c) are being developed, produced, marketed and/or distributed by the Company or any of its affiliates and are scheduled to be sold or distributed by the Company in a 12-month period; provided, however, that for purposes of this definition, a business shall be a “Competitive Business,” as it applies to the period during which the Restricted Period continues after termination of my employment o...
Covenant Against Competition and Solicitation. To preserve the value of the goodwill purchased by Purchaser, and to reduce the cost to Purchaser of monitoring and enforcing the compliance of Seller with the confidentiality obligations contained in Section 9.01, Seller covenants and agrees that, during the five (5) year period from and after Closing, it will not, and it will cause its shareholders, directors, officers, employees, agents and Affiliates to not, without the express written consent of Purchaser and only to the extent authorized by Purchaser:
(a) Directly or indirectly, alone or in concert with others, whether as principal, agent, representative, partner, lender, consultant, shareholder or otherwise, under or through any form of business entity, own, operate, manage, control or actively participate in any business which competes with or is substantially similar to the Business as presently conducted by Seller anywhere in the world (the “Prohibited Territory”);
(b) Either for themselves or for any other person, firm, corporation or entity solicit, divert or accept, or attempt to solicit, divert or accept any persons or entities which were customers or suppliers of the Business at any time within two (2) years prior to the Closing; and
(c) Induce or solicit or seek to induce or solicit any person who was engaged by Seller as an employee, agent or otherwise within the one (1) year period prior to the Closing to terminate his or her engagement with Purchaser or otherwise participate in any business activity directly or indirectly competitive with the Business. The covenants contained in Sections 9.02(a), (b) and (c) are separate and distinct covenants of Seller.
Covenant Against Competition and Solicitation. (a) Employee acknowledges and understands that, in view of the position that Employee holds or will hold as an employee of Employer, Employee's relationship with Employer will afford Employee extensive access to Confidential Information of the Company. Employee therefore agrees that during the course of Employee's employment with Employer and for a period of 12 months after termination of Employee's employment with Employer (for any reason or no reason) (collectively, "RESTRICTED PERIOD"), Employee shall not: (i) anywhere within the United States of America or any other country in which the Company then conducts or proposes to conduct business, either directly or indirectly, as an owner, stockholder, member, partner, joint venturer, officer, director, consultant, independent contractor, agent or employee, engage in any business or other commercial activity which is engaged in or is seeking to engage in a "competitive business." As used in this Agreement, the term "competitive business" shall mean any individual or enterprise engaged in the development, research, marketing, distribution or sale of electronically enhanced transdermal drug delivery technologies or systems or any other business competitive with the type of business conducted by Employer on the date of termination. Notwithstanding anything contained herein to the contrary, in the event that Employee is terminated without Cause by Employer pursuant to Section 4.01(C), for purposes of Sections 5.04 (a) and (b) the "Restricted Period" shall be deemed to mean the period during the course of Employee's employment with Employer and for a period of 6 months after termination of Employee's employment with Employer (for any reason or no reason).
Covenant Against Competition and Solicitation. To preserve the value of the goodwill purchased by Purchaser, and to reduce the cost to Purchaser of monitoring and enforcing the compliance of Seller with the confidentiality obligations contained in Section 9.01, Seller and Sxxxx Services each covenant and agree that, during the three (3) year period from and after Closing, it will not, and it will cause its shareholders, directors, and officers, to not, without the express written consent of Purchaser and only to the extent authorized by Purchaser:
(a) Directly or indirectly, alone or in concert with others, whether as principal, agent, representative, partner, lender, consultant, shareholder or otherwise, under or through any form of business entity, own, operate, manage, control or actively participate in any business which competes with or is substantially similar to the business and operations of Seller as presently conducted either (a) with respect to any customer for whom SSA has performed or contracted to perform services since January 1, 2003; or (b) within those portions of Louisiana, Mississippi, Alabama, Georgia, or Florida within a 200-xxxx xxxxxx xx Xxxxxx, Xxxxxxx (the “Prohibited Territory”), except with respect to those specific customers and locations agreed to by the parties and set forth on Schedule 9.03.
(b) Induce or solicit or seek to induce or solicit any person who was affiliated with Seller as an employee, agent or otherwise within the one (1) year period prior to the Closing to terminate his or her engagement with Purchaser or otherwise participate in any business activity directly or indirectly competitive with Purchaser. Sxxxx Services may employ Mr. Rxxxx Xxxxxx and also any such person who is not offered employment with similar levels of responsibility and compensation by Purchaser or whose employment is terminated by Purchaser, subject to other restrictions in this Article. Any such employee hired by Sxxxx Services shall not be employed or allowed to conduct business on behalf of Sxxxx Services within the Prohibited Territory during the three (3) year period from and after Closing. The covenants contained in Sections 9.03(a) and (b) are separate and distinct covenants of Seller.
Covenant Against Competition and Solicitation. (a) I acknowledge and understand that; in view of my position as an employee of the Company, I may have previously been afforded, or in the future may be afforded, access to the Company’s Confidential Information and that of its affiliates. I therefore agree that during the course of my employment with the Company or any of its affiliates and for a period of two (2) years after termination of my employment with the Company and all of its affiliates (for any
