COVENANT NOT COMPETE Sample Clauses

COVENANT NOT COMPETE. To induce Employer to employ Employee, Employee agrees, commencing on the date of Employee's termination of employment for any reason except if Employee is terminated by Employer, without good cause, and continuing a period of one year, she shall not solicit, accept business, or in any way compete with Employer, whether on her own account or as a shareholder, partner, joint venturer, employee, consultant, advisor and/or agent of any person, firm, corporation or other entity. Employee acknowledges, represents and warrants to Employer that the covenant of Employee hereunder is reasonably necessary for the protection of Employer's interest and is not unduly restrictive upon Employee. Employee also recognizes and agrees that in the event of Employee's breach or violation of any provisions of this paragraph, Employer may suffer irreparable injury that cannot adequately be compensated for monetary damages and agrees that Employer shall have the immediate right to obtain a preliminary or final injunction against Employee issued by a court of competent jurisdiction enjoining any breach or violation of this paragraph.
Sample 1
AutoNDA by SimpleDocs
COVENANT NOT COMPETE. 1. During the Employee's employment with the employer, the Employee undertakes not to participate in the business competition without the employer's prior written consent. 2. After termination, the Employee agrees that future employment with business competition requires the Employee to inform the new employer that he or she cannot disclose confidential or proprietary information obtained by the Employee during his employment with the Employer. ARTICLE IV:
Sample 1
COVENANT NOT COMPETE. To induce Employer to employ Employee, Employee agrees, commencing on the date of Employee's termination of employment for any reason except if Employee is terminated by Employer, without good cause, and
Sample 1
COVENANT NOT COMPETE. In consideration for the Buyer entering into this Agreement and the purchase of the Assets of Seller by Buyer, Seller and each of the Shareholders agree that, for a period of seven (7) years from and after the Closing, it (and its officers, directors, employees, agents and representatives) and he shall not, directly or indirectly, as proprietor, partner, shareholder, agent, employee, officer, independent contractor or otherwise, participate in the operation of or procure any interest in, either directly or indirectly, any similar facility which is located in the United States. In case the non-competition covenant in the preceding paragraph shall for any reason be held to be null or unenforceable in any respect, such nullity or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if such covenant had never been contained herein. Moreover, if any aspect of the non-competition covenant in the preceding paragraph shall for any reason be held to be excessively broad as to time, activity or geographical scope, Buyer, Seller and each of the Shareholders agree that the covenant shall be construed by limiting and reducing the covenant so as to be enforceable to the extent compatible with the applicable law. This non-competition covenant is made in Dallas County, Texas, and is to be partially performed in Dallas County, Texas. As provided in Section 16.13 of this Agreement, the parties agree that this covenant shall be subject to and governed and interpreted by the laws of the State of Texas, without application of the Texas conflict of laws principles that might preclude the application of Texas law. As stated in Section 16.13, Buyer, Seller and the Shareholders agree that the state and federal courts sitting in Dallas County, Texas, shall have personal jurisdiction over the parties to hear and resolve disputes arising out of the interpretation or enforcement of this covenant, and, in that connection, each of Buyer, Seller and the Shareholders does hereby appoint the Secretary of State of the State of Texas as its agent for service of process to receive the summons issued by the applicable court in connection with any such litigation.
Sample 1
COVENANT NOT COMPETE 
Sample 1Sample 2

Related to COVENANT NOT COMPETE

  • Covenant Not to Compete Intel shall not be required to agree to any covenants including without limitation any covenant not to compete or any covenant not to solicit any of the customers, employees or suppliers of any party to the Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “OrbotechTransaction”) pursuant to this Article 29B shall be subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with the Orbotech Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Orbotech (the “Orbotech Securities”), and (ii) the corporate authority of Orbotech to convey title to the Orbotech Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Orbotech on a several (but not joint) basis only. 29C. STAND STILL Notwithstanding anything to the contrary in these Articles, any issuance of securities by the Company, and any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the Company (by the Company or any shareholder), or any other action (including repurchase of any shares of the Company by the Company or by any subsidiary thereof), other than any action in which the provisions of Article 29B (Bring Along) shall apply, which results in a Strategic Investor (as defined below) whether or not a shareholder of the Company, holding (together with affiliates, Permitted Transferees, or other parties acting in concert with it) more than 20% of the voting rights in the Company, is prohibited unless approved in writing in advance by the Majority Preferred Shareholders (excluding, for the purposes of such majority, any Strategic Investors and their affiliates and Permitted Transferees or other parties acting in concert with them) and on terms and conditions approved by them. Any of the transactions set forth in the forgoing sentence not so approved shall be null and void and shall not be registered in the Company’s Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a corporation or other business entity whose business is related to the Company’s business and who is likely to have a business or technologic interest in the Company’s business, as distinguished from an interest for the sole purpose of a financial investment. CALLS

  • Covenant Not to Compete; Non-Solicitation Executive acknowledges and recognizes the highly competitive nature of the Company’s Business and the goodwill and business strategy of the Company constitute a substantial asset of the Company. Executive further acknowledges and recognizes that during the course of the Executive’s employment Executive will receive specific knowledge of the Company’s Business, access to trade secrets and Confidential Information (as hereinafter defined), participate in business acquisitions and decisions, and that it would be impossible for Executive to work for a competitor without using and divulging this valuable Confidential Information. Executive further acknowledges that this covenant not to compete is an independent covenant within this Agreement. This covenant shall survive this Agreement and shall be treated as an independent covenant for the purposes of enforcement. Executive agrees to the following:

  • Covenant Not to Solicit If the Executive is receiving payments and benefits under Section 2 above (or subsequently becomes entitled thereto because of a termination described in Section 2(a)(ii)), then, for a period of two (2) years following the Executive’s Termination Date, the Executive shall not: (i) solicit, encourage or take any other action which is intended to induce any other employee of the Company to terminate his employment with the Company; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee of the Company. The foregoing shall not prohibit the Executive or any entity with which the Executive may be affiliated from hiring a former employee of the Company; provided, that such hiring results exclusively from such former employee’s affirmative response to a general recruitment effort.

  • Covenant Not to Compete or Solicit (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the “Restricted Period” within the “Restricted Area” (as those terms are defined in Section 10(e) below):

  • Covenant Not to Sxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Covenant Not to Xxx Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Varex Liabilities by Varex or a member of the Varex Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

  • Covenant Not to Disparage During the Restrictive Period and thereafter, Executive shall not disparage, denigrate or derogate in any way, directly or indirectly, the Company, any of its Subsidiaries or Affiliates, or any of its or their respective agents, officers, directors, employees, parent, subsidiaries, affiliates, Affiliated Practices, affiliated doctors (including any physicians who utilize or have invested in any Affiliated Practice), representatives, attorneys, executors, administrators, successors and assigns (collectively, the “Protected Parties”), nor shall Executive disparage, denigrate or derogate in any way, directly or indirectly, his/her experience with any Protected Party, or any actions or decisions made by any Protected Party.

  • Confidential Information Non Competition (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliated Companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its Affiliated Companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

  • Noncompetition; Nonsolicitation (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company.

  • Covenant Not to Solicit Employees The Executive agrees not to solicit the services of any officer or employee of the Employer for one year after the Executive’s employment termination.

Time is Money Join Law Insider Premium to draft better contracts faster.