Covenant Not to Compete Etc Sample Clauses

Covenant Not to Compete Etc. (a) At all times during your employment with a Company Entity and for the longer of one year or the balance of the Term thereafter, you will not, and you will cause your affiliates not to, directly or indirectly, in the United States of America, in any of its territories and possessions, or anywhere else in the world, engage or participate in, or render services to (whether as owner, operator, member, shareholder, trustee, manager, consultant, strategic partner, employee or otherwise), except on behalf of a Company Entity, any zinc or aluminum die-casting business or any other business of a type conducted by the Company, Dynacast or any of its or their subsidiaries (collectively, “Company Entities”) as of the date of this Agreement or at any time during the Term (a “Competing Business”). If, at any time, the provisions of this Section 6(a) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(a) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and you agree that this Section 6(a) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
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Covenant Not to Compete Etc. (a) The Company and the Willtek Group understand and acknowledge that the provisions of Section 5.4 and this Section 5.5 are necessary to protect the goodwill and the legitimate business interests of the Business, are fair and reasonable and are an essential prerequisite and inducement to the Buyers and Parent to enter into this Agreement and to consummate the transactions contemplated herein.
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Covenant Not to Compete Etc. The Invention, Non-Disclosure and Non- ----------------------------- Compete Agreements shall have been duly executed and delivered and have not been revoked, rescinded or modified.
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Covenant Not to Compete Etc. (a) At all times during the Term and for a period of one year thereafter, you will not, and you will cause your Affiliates not to, directly or indirectly, engage or participate in, or render services to (whether as owner, operator, member, shareholder, trustee, manager, consultant, strategic partner, employee or otherwise) any business competitive with the business as conducted by the Company or any of its subsidiaries (collectively, “Company Entities”), included without limitation, the oil and gas exploration and development business within the counties of the states in which the Company is active , as of the date of this Agreement or at any time during the Term in the states where the Company currently has operations (a “Competing Business”). For the purposes of the foregoing, you will not be in breach of this Section 6(a) by reason of your ownership, together with that of your Affiliates, of two percent or less of a Competing Business’ voting capital stock if (i) such Competing Business is publicly traded and (ii) you and your Affiliates do not control the operation or management of such Competing Business.
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Covenant Not to Compete Etc. (a) As a further inducement for the Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, the Seller hereby agrees that, for a period of 12 months after the Closing Date (the "Non-competition Period"), the Seller shall not, and shall not permit or cause any of its Related Parties to, directly or indirectly, in any capacity, own, manage, operate, control or participate in the ownership, management, operation or control of, consult with, lend its name to, otherwise assist, or continue any interest whatsoever, in any enterprise, whether private or otherwise, which operates a commercial health benefit plan anywhere within the WellCare Service Area.
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Covenant Not to Compete Etc. Each of the parties to this Agreement agree that the terms and conditions in the Restraint of Trade Agreement dated as of November 7, 2003, by and among Newshelf 713 (Proprietary) Limited ("Newshelf"), Net 1 UEPS Technologies, Inc. and Executive, a copy of which is attached hereto as Exhibit C (the "Restraint of Trade Agreement") shall continue to apply and be in force following the Separation Date through May 31, 2021 (the "ROTA Termination Date"). pursuant to the terms of such agreement; on and after the ROTA Termination Date, the Restraint of Trade Agreement is hereby deemed null and void and of no further force or effect. Notwithstanding the foregoing, the Company agrees that Executive may participate or otherwise be involved, as an investor or otherwise, in an acquisition from the Company of any one or more of the businesses identified on Exhibit D (the "Ceevo Group") or any other business venture involving the Ceevo Group and the operation thereafter, and that to the extent that such participation or involvement would contravene the Restraint of Trade Agreement while in effect, the Company Parties hereby waive compliance therewith. Without limiting the generality of the forgoing, any waiver granted under this Section 6.2 and/or waiver of the Restraint of Trade Agreement as provided in this Section 6.2 (collectively, the "ROTA Waiver") is hereby also deemed a waiver of Section 6.1 and Section 7 of this Agreement to the extent such sections may apply with respect to the Ceevo Group. Furthermore, the Company hereby agrees that Executive's ongoing directorship with Finbond does not constitute a breach of the Restraint of Trade Agreement nor of any other provision of this Agreement, the applicability of which to such directorship is hereby waived by the Company.
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Covenant Not to Compete Etc. (a) During the period beginning on the Closing Date and ending on the third anniversary of the Closing Date, Tribune Parties will not, and they will cause their controlled Affiliates not to, directly or indirectly, engage or participate in (whether as owner, operator, member, shareholder, manager, consultant, strategic partner or otherwise) any Competing Business. “
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Covenant Not to Compete Etc 
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Related to Covenant Not to Compete Etc

  • 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

  • Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.

  • 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 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):

  • Limited Covenant Not to Compete During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows:

  • Agreement Not to Compete In order to protect the business interests and good will of Company and its Affiliates with respect to Customers and accounts, and to protect Confidential Information, Executive covenants and agrees that for the entire period of time that this Agreement remains in effect, and for a period of one (1) year after termination of Executive’s employment for any reason, Executive will not:

  • Covenants Not to Compete and Not to Solicit In the event of the Executive's Termination of Employment, the Company's obligations to provide the payments and benefits set forth in Section 2 shall be expressly conditioned upon the Executive's compliance with the covenants not to compete and not to solicit as provided herein. In the event the Executive breaches his obligations to the Company as provided herein, the Company's obligations to provide the payments and benefits set forth in Section 2 shall cease, without prejudice to any other remedies that may be available to the Company.

  • Continuing Covenant Not to Compete or Interfere with Relationships Regardless of anything herein to the contrary, following a termination by the Bank or Executive pursuant to Section 10(e) or 10(f):

  • 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.

  • Release and Covenant Not to Xxx Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

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