Covenant Not to Compete; Covenant Not to Solicit Sample Clauses

Covenant Not to Compete; Covenant Not to Solicit. For a period commencing on the Commencement Date and for a period ending two (2) years after the termination of the Executive's employment with the Company for any reason (the "Restricted Period"), including termination for Cause or the Executive's voluntary resignation without Good Reason, the Executive acknowledges and agrees that he will not, directly or indirectly, individually or on behalf of any other person or entity: (a) engage in any activity that can be reasonably expected to result in a competitive harm to the Company or any of the Company's Subsidiaries or affiliates (collectively, the "Company Group") in any region of the United States in which the business of the Company Group is being conducted; or (b) solicit for hire, hire or employ (whether as an officer, director or insurance agent) any person who is an employee or independent contractor of any member of the Company Group or has been an employee or independent contractor of any member of the Company Group at any time during the six-month period prior to the Executive's termination of employment or solicit, aid or induce any such person to leave his or her employment with any member of the Company Group to accept employment with any other person or entity. (c) Executive's ownership of less than one percent (1%) of any class of stock in a publicly-traded corporation shall not be deemed a breach of this Section 13. (d) The Executive acknowledges and agrees that a violation of the foregoing provisions of Section 12 or Section 13 would result in material detriment to the Company would cause irreparable harm to the Company, and that the Company's remedy at law for any such violation would be inadequate. In recognition of the foregoing, the Executive agrees that, in addition to any other relief afforded by law or this Agreement, including damages sustained by a breach of this Agreement and without the necessity or proof of actual damages, the Company shall have the right to enforce this Agreement by specific remedies, which shall include, among other things, temporary and permanent injunctions, it being the understanding of the undersigned parties hereto that damages and injunctions all shall be proper modes of relief and are not to be considered as alternative remedies.

Covenant Not to Compete; Covenant Not to Solicit. During the period commencing on the Closing Date and continuing until the third anniversary of the Closing Date (the “Noncompetition Period”), Parent shall not (and shall cause each other Noncompetition Party (as defined in this Section 6.2) not to) engage in the operation of a direct to consumer agency for the sale of health insurance and Medicare plans to consumers (a “Competitive Business”); provided, however, that the foregoing covenants shall not prohibit, or be interpreted as prohibiting, any Noncompetition Party from: (a) continuing anywhere in the world in any type of business conducted by any Noncompetition Party on the date hereof (including any extensions or additions to such business), which is not part of the Business; (b) entering into any relationship with a person or entity not owned, managed, operated or controlled by any Noncompetition Party if the primary purpose of such relationship is unrelated to a Competitive Business; (c) making equity investments in publicly owned companies which conduct a Competitive Business, provided such investments do not confer control of any such Competitive Business upon any Noncompetition Party; (d) acquiring any person or entity which conducts a Competitive Business if either: (i) in the calendar year prior to such acquisition, the consolidated revenues of such person or entity from its Competitive Business do not constitute more than 50% of the total consolidated revenues of such person or entity; or (ii) the applicable Noncompetition Party promptly commences and thereafter pursues until the earlier to occur of the expiration of the Noncompetition Period and 12 months after such acquisition, the transfer of that portion of the business of such person or entity as constitutes a Competitive Business upon terms and conditions and at a price determined by the applicable Noncompetition Party in its sole discretion; (e) being acquired by any person or entity which conducts a Competitive Business; (f) engaging in the activities, services or businesses set forth on Schedule 6.2(f); or (g) performing its obligations under this Agreement or otherwise taking actions in connection with the transactions contemplated hereby. Without limiting the applicability of the foregoing, Parent agrees that for one (1) year after the Closing Date, neither Parent nor any other Noncompetition Party will solicit or induce any person employed with respect to the Business during the 120-day period prior to the Closing Date (each a “Co...

Covenant Not to Compete; Covenant Not to Solicit. As an inducement for Buyer to enter into this Agreement, each of Bioplan and Arcade agrees that: (a) From and after the Closing and continuing for a period equal to the longer of (i) two (2) years from the Closing Date, or (ii) the duration of the initial term of the Supply Agreement (without giving effect to any extension or replacement thereof), neither Bioplan nor its direct or indirect subsidiaries (now or hereafter existing, subject to the terms of this Section 5.9 as to after-acquired businesses) will solicit, request, induce, or attempt to persuade the customers of the Business listed on Schedule 5.9(a) (which were customers of the Business conducted by Arcade on the Closing Date) to adversely modify in any material respect their relationship with the Business for folding SPS cartons and boxes, hang tags, box wraps and neckers (collectively, the “Products”) as conducted by the Business immediately prior to the Closing within the United States and Canada (the “Restricted Territory”); for the avoidance of doubt none of Bioplan or its subsidiaries (now or hereafter existing) shall be deemed to be prohibited from nor shall any such action by Bioplan or its subsidiaries result in violation of this provision by virtue of its solicitation, request, inducement or persuasion of such customers with respect to any of the products and services Bioplan or its subsidiaries offer or sell, including without limitation, as may require the fulfillment of requirements for the Products through third parties in connection with the business, products and services to be provided by Bioplan and its subsidiaries. (b) From and after the Closing and continuing for a period equal to the longer of (i) two (2) years from the Closing Date, or (ii) the duration of the initial term of the Supply Agreement (without giving effect to any extension or replacement thereof) neither Bioplan nor its direct or indirect subsidiaries (now or hereafter existing) will directly engage as a material part of its business in the manufacture of the Products as currently produced by the Business immediately prior to the Closing. For the avoidance of doubt nothing set forth in this Section 5.9(b) (except as set forth in the preceding sentence) shall (i) be deemed to prohibit competition with Buyer by, or restrict the operation of the businesses of, Bioplan or any other subsidiary of Bioplan (now or hereafter existing), which Buyer acknowledges and agrees are engaged in businesses with such customers a...

Covenant Not to Compete; Covenant Not to Solicit. For a period commencing on the Effective Date and for a period ending one (1) year after the termination of the Executive’s employment with the Company for any reason or no reason, including termination for Cause or the Executive’s voluntary resignation without Good Reason, the Executive acknowledges and agrees that he will not, directly or indirectly, individually or on behalf of any other person or entity: (a) except in the event that the Executive terminates his employment for Good Reason pursuant to Section 26(v)(vii), engage in any business that directly competes with the business in which the Company or any of the Company’s Subsidiaries or affiliates (collectively, the “Company Group”) is engaged (or had taken substantial steps to engage in) at the time of the breach or the date of termination of employment, whichever is earlier (provided that the Executive shall be permitted to provide services (i) to a division, business line, subsidiary or affiliate of a commercial enterprise with multiple divisions or business lines if such division, business line, subsidiary or affiliate is not competitive with the business of the Company Group, provided that the Executive performs services solely for such non-competitive division, business line, subsidiary or affiliate, and performs no functions on behalf of (and has no involvement with or direct or indirect responsibilities with respect to) businesses competitive with the businesses of the Company Group, with competitiveness determined in accordance with this clause (a) or (ii) to a private equity firm that holds investments in entities engaged in such competitive activities if the Executive is not involved, directly or indirectly, in (1) the management, operations or supervision of such investments or (2) advising any such firm with respect to such investments); or (b) solicit for hire, hire or employ (whether as an officer, director or insurance agent) any person who is an employee or independent contractor of any member of the Company Group or has been an employee or independent contractor of any member of the Company Group at any time during the six-month period prior to the Executive’s termination of employment or solicit, aid or induce any such person to leave his or her employment with any member of the Company Group to accept employment with any other person or entity. (c) Executive’s ownership of less than one percent (1%) of any class of stock in a publicly-traded corporation shall not be deemed a br...

Covenant Not to Compete; Covenant Not to Solicit. For a period commencing on the Separation Date and ending on the first anniversary thereof (the “Restricted Period”), the Executive acknowledges and agrees that he will not, directly or indirectly, individually or on behalf of any other person or entity: (a) engage in any activity that can be reasonably expected to result in a direct and material competitive harm to the Company or any of the HealthMarkets Affiliates in any region of the United States in which the business of the HealthMarkets Affiliates is being conducted; or (b) solicit for hire, hire or employ (whether as an officer, director, employee or insurance agent) any person who is an employee or independent contractor of any member of the HealthMarkets Affiliates or solicit, aid or induce any such person to leave his or her employment with any member of the HealthMarkets Affiliates to accept employment with any other person or entity. 7.1 The Executive’s ownership of less than one percent (1%) of any class of stock in a publicly-traded corporation shall not be deemed a breach of Section 7(a). 7.2 By way of example, the following, even if occurring during the Restricted Period, would not be considered contrary to the restrictions of Section 7(a): (1) Executive working for an employer that underwrites Medicare and/or Medicaid business primarily through distribution other than a captive field force. (2) Executive working for an employer that underwrites or administers Group business primarily through distribution other than a captive field force. (3) Executive working for an employer that underwrites or administers Group primarily through distribution other than a captive field force and Individual business, so long as the Executive has no accountability for the Individual business. (4) Executive working for a Blue Cross plan that distributes its products through non-captive agents. (5) Executive working for an employer that administers wellness plans. By way of further example, employment during the Restricted Period by Executive with an employer that is engaged in the Individual health business, and primarily uses captive agents as compared to non-captive agents to distribute its products shall be considered contrary to the restrictions of Section 7(a). 7.3 The Executive acknowledges and agrees that a violation of the foregoing provisions of Sections 6 or 7(b) of this Agreement or Section 12 of the Employment Agreement would result in material detriment to the Company and would cause irreparable ...

Covenant Not to Compete; Covenant Not to Solicit. (a) In consideration for Employer entering into this Agreement, Employee covenants and agrees that during the Service Period and for the eighteen (18) months period thereafter, Employee will, neither individually nor on behalf of any other person or entity, without the express prior written consent of Employer, directly or indirectly, provide to any person or entity any services that are the same or similar to the services Employee provided to Employer in respect to any business activities of such other person or entity which compete with the business of Employer. Because the Employer’s business is international in scope, Employee acknowledges and agrees that the above restrictions shall apply to prevent Employee from providing the prohibited services to any person or entity, wherever located, if the competing business is conducted in any country in which Employer conducts, or, at the time of termination, reasonably expected to conduct, business. Upon the termination of Employee, the business of the Employer is deemed to include all business activities of the Employer (and any parent or subsidiary of Employer) that Employer (and any parent or subsidiary of Employer) engaged in during the one year period prior to the date of termination and all business activities that the Employer had made substantial plans to engage in. Employee will undertake no activities that may lead Employee to compete with or to acquire rival, conflicting or antagonistic interests to those of Employer with respect to the business of Employer, whether alone, as a partner, or as an officer, director, employee, independent contractor, consultant or shareholder holding 5% or more of the outstanding voting stock of any other corporation, or as a trustee, fiduciary or other representative of any other person or entity. (b) During the Service Period and for a period of eighteen (18) months after termination of employment, Employee will not, directly or indirectly, on its behalf or on behalf of any other person or entity: (i) hire any employee of Employer (or any parent or affiliate of Employer); (ii) solicit or induce, or hire, any employee of Employer (or any parent or affiliate of Employer) to leave his or her employment; (iii) or solicit or induce any consultant or independent contractor to sever their relationship with Employer. (c) If any court shall determine that the duration of geographical limit of any covenant contained in this Section 10 is unenforceable, it is the intention of ...

Covenant Not to Compete; Covenant Not to Solicit. (a) Xx. Xxxxxxx shall not, during the Term and for a period ending on the date two (2) years from the Date of Termination, directly or indirectly through another person or entity engage in any aspect of any business involved in (A) oil or natural gas exploration, drilling or production in the State of Michigan, or (B) the offering of ownership interests in any entity engaged in oil or natural gas exploration, drilling or production in the State of Michigan. For purposes of this Section 9(a), “to engage” shall include Xx. Xxxxxxx acting as an owner (of more than 5%), employee, director or officer of an entity so engaged. (b) Xx. Xxxxxxx shall not, during the Term and for a period ending on the date two (2) years from the Date of Termination, directly or indirectly through another person or entity (i) induce or attempt to induce any officer or employee of Atlas or its affiliates to leave the employ of Atlas or such affiliate, or in any way interfere with the relationship between Atlas and any of its affiliates and any officer or employee thereof, (ii) hire any person who was an officer or employee of Atlas or any of its affiliates within 180 days after such person ceased to be an officer or employee of Atlas or any of its affiliates or (iii) induce or attempt to induce any customer, supplier, vendor, licensee, issuer, originator, investor or other business relation of Atlas or any of its affiliates to cease doing business with Atlas or such affiliate or in any way interfere with the relationship between any such customer, supplier, vendor, licensee, issuer, originator, investor or business relation and Atlas or any of its affiliates.

Covenant Not to Compete; Covenant Not to Solicit. (a) For a period of five (5) years following the date of this Agreement (the “Noncompetition Period”), Xx. Xxxxx shall not nor shall he permit any person, corporation, partnership, limited liability company or other business entity owned or controlled by him (“Affiliated Entities”) to, directly or indirectly, either as a principal, agent, proprietor, consultant, co-packer, advisor, partner, lender, licensor or holder of debt or equity securities or otherwise), engage in, assist or have any interest in, any person, firm, corporation or other business entity (other than a publicly-held corporation of which he and all Affiliated Entities collectively hold less than 1% of the voting power) which is a Competitive Business (as hereinafter defined) in

Covenant Not to Compete; Covenant Not to Solicit. For a period commencing on the Effective Date and for a period ending two (2) years after the Termination Date, the Executive agrees that he will not, directly or indirectly, individually or on behalf of any other person or entity: (a) engage in any activity that can be reasonably expected to result in a competitive harm to the Company or any of the Company’s Subsidiaries or affiliates (collectively, the “Company Group”) in any region of the United States in which such business is being conducted; or (b) solicit for hire, hire or employ (whether as an officer, director or insurance agent) any person who is an employee or independent contractor of any member of the Company Group or has been an employee or independent contractor of any member of the Company Group at any time during the six-month period prior to the Executive’s termination of employment or solicit, aid or induce any such person to leave his or his employment with any member of the Company Group to accept employment with any other person or entity. Executive’s ownership of less than five percent (5%) of any class of stock in a publicly-traded corporation shall not be deemed a breach of this Section 13.

Covenant Not to Compete; Covenant Not to Solicit. The Seller, its Affiliates, and affiliated entities agree that for a period of three (3) years following the Closing Date, it shall not, directly or indirectly, within any state in which the services provided by Seller were provided as of the Closing Date, whether individually, or as a principal, partner, shareholder, director, officer, employee, agent of or consultant for any firm, corporation, partnership or other entity, (x) solicit or cause or authorize to be solicited, for or on behalf of itself or any third party, any customer of the business from the Closing Date without Cordia’s prior written consent. Seller further agrees, that for a period of one (1) year following the Closing Date, they shall not, directly or indirectly, whether individually or as a principal, partner, shareholder, director, officer, employee, agent of or consultant for any firm, corporation, partnership or other entity, (x) seek to persuade any director, officer, employee, agent or consultant, whether formerly affiliated with Seller or now affiliated with Cordia or any successor-in-interest to or assignee of the business or assets of Cordia, to discontinue that individual's status or employment with Cordia or any such successor or assignee, or to become employed in any activity substantially similar to or in any way competitive with the activities of Cordia or any such successor or assignee; or (y) hire or retain any such individual, in each case without the prior written approval of Cordia or any such successor or assignee. In the event of a breach by Seller the parties hereto agree that Cordia shall be without an adequate remedy at law, and in addition to any other rights, remedies or damages available to it at law or in equity, Cordia or such successor or assignee shall be entitled to such temporary and permanent injunctive relief as shall be necessary or appropriate to prevent or restrain any such breach or threatened breach, without the necessity of proving damages, without prejudice to any other remedies which Cordia or such successor or assignee may have at law or in equity, and without obligation to post any security in connection therewith.