Covenant Not to Compete or Solicit Business. (a) In furtherance of the sale of the Purchased Assets and the Business to Buyer hereunder by virtue of the transactions contemplated hereby and more effectively to protect the value and goodwill of the Purchased Assets and the Business so sold, Seller covenants and agrees that, for a period ending on the third anniversary of the Closing Date, neither Seller nor any of its Subsidiaries will:
(i) market to any health system customer any Software that is competitive with the Software included in the Business, except as contemplated by the Reseller Agreement Amendment;
(ii) solicit, induce or attempt to persuade any agent, supplier or customer of the Business to terminate or reduce or limit such agency or business relationship; or
(iii) hire any employee on Schedule 8.1(A)(iii) or solicit, induce or attempt to persuade or assist any employee of the Business to leave the employment of Buyer or any of its Affiliates; provided, however, that the foregoing restriction shall not prohibit a general solicitation through the media that is not targeted at employees of the Business; Seller also covenants and agrees that from and after the Closing Date, it will not, and will not permit any of its Affiliates to, divulge or make use of any trade secrets or other confidential information of the Business other than to disclose such secrets and information to Buyer or its Affiliates.
(b) If Seller or any Affiliate of Seller violates any of its obligations under this Section 8.1, Buyer may proceed against it in law or in equity for such damages or other relief as a court may deem appropriate. Seller acknowledges that a violation of this Section 8.1 may cause Buyer irreparable harm which may not be adequately compensated for by money damages. Seller therefore agrees that in the event of any actual or threatened violation of this Section 8.1, Buyer shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against Seller or such Affiliate of Seller to prevent any violations of this Section 8.1, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 8.1 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 8.1, any term, restriction, covenant or promise in this Section 8.1 i...
Covenant Not to Compete or Solicit Business. (a) In furtherance of the Merger by virtue of the transactions contemplated hereby and to more effectively protect the value and goodwill of the Surviving Corporation and the Business, each of the Individual Key Securityholders covenants and agrees that, for a period ending on the fifth anniversary of the Closing Date, neither such Individual Key Securityholder nor any of his Affiliates will:
(i) directly or indirectly (whether as principal, agent, employee consultant, independent contractor, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business competitive with the Business, the Subsidiary or the Surviving Corporation in the Restricted Geographic Area, including for or with any client or customer of the Surviving Corporation or the Subsidiary (it being understood by the parties hereto that the Business is not limited to any particular region of the Restricted Geographic Area and that the Business may be engaged in effectively from any location in the Restricted Geographic Area); or
(ii) induce or attempt to persuade any employee, consultant, agent, supplier, client or customer of the Surviving Corporation or the Subsidiary to terminate such employment, agency or business relationship in order to enter into any such relationship on behalf of any other business organization in competition with the Business or hire or retain any employee or any former employee who was an employee of the Company, the Surviving Corporation or the Subsidiary within the immediately preceding twelve month period; provided, however, that nothing set forth in this Section 7.1 shall prohibit any Individual Key Securityholder or his Affiliates from owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly traded. Each Key Securityholder also covenants and agrees that such Key Securityholder will not, and will not permit any of such Key Securityholder’s Affiliates to, divulge or make use of any Trade Secrets or other confidential information of the Company, the Surviving Corporation, the Subsidiary or the Business other than to disclose such secrets and information to Parent or its Affiliates or other than in the ordinary course of the Business after the Closing.
(b) If any Individual Key Securityholder or any Affiliate of an Individual Key Securityholder violates any of the obligations under this Section 7.1, Parent may proceed against it in law or in eq...
Covenant Not to Compete or Solicit Business. (a) Xxxxxxxx agrees that, to enable you to perform your duties with Xxxxxxxx, it will provide you during the Term with business information concerning Xxxxxxxx and its operations and plans that is confidential and not public. You hereby acknowledge and agree that (i) Xxxxxxxx would not have entered into this Agreement if you had not executed and delivered this Agreement to Xxxxxxxx and agreed to the provisions of this Section 5; and (ii) you have had access to information that is highly confidential to Xxxxxxxx, that constitutes a valuable, special and unique asset of Xxxxxxxx, and with respect to which Xxxxxxxx is entitled to the protections afforded by this Section 5 and to the remedies for enforcement of this Agreement provided by law or in equity (including, without limitation, those remedies the availability of which may be within the discretion of the court or arbitrator that presides over any action for enforcement of this Agreement is brought and that if you).
(b) For a period of one year following the date of the termination of your employment by Xxxxxxxx (the “Covenant Period”), you agree that you will not (directly or indirectly, including through any entity or other person), and shall cause each of your affiliates not to, directly or indirectly, acting alone or as a member, holder or owner of any security or any other interest, or as an employee, agent, advisor, director, consultant to, independent contractor to, representative, or in any other capacity:
(i) carry on or be engaged in or otherwise take part in (whether for your own account or for the account of any other person, other than Xxxxxxxx or its affiliates), or render any service (whether for or without compensation) to a Competitor (as defined below) any person (other than Xxxxxxxx or its affiliates) who or which is directly or indirectly engaged in (A) the deep-sea transportation of dry bulks in Panamax or larger vessels, (B) the transportation of dry bulks to or from, or the operation of, floating transshipment units storing dry bulks, or (C) any other business that Xxxxxxxx may be engaged in at the time of your termination (collectively, the “Business” and such person directly or indirectly engaged in such Business, a “Competitor”); or
(ii) share in the earnings of, or beneficially own or hold any security issued by or any other economic interest in, or otherwise own or hold any interest in, any Competitor; or
(iii) request, imply, or suggest, directly or indirectly, that any custo...
Covenant Not to Compete or Solicit Business. (a) In furtherance of the Transactions contemplated hereby and more effectively to protect the value and goodwill of the Xxxxxxx Fertilizer Businesses, Cargill covenants and agrees that, for a period ending on the third anniversary of the Effective Date, Cargill will not, nor will it permit any of its Subsidiaries to, other than by virtue of or through its ownership of shares of capital stock of Newco:
(i) directly or indirectly (whether as an equityholder, manager, partner or otherwise) own, manage, operate or Control a business that is engaged in any material respect in competition with the Cargill Fertilizer Businesses as conducted by Newco and its Subsidiaries immediately after the Effective Time; or
(ii) solicit or actively encourage any employee of Newco or its Subsidiaries after the Effective Time to terminate such employment in order to enter into such relationship on behalf of any Third Party in competition with the Xxxxxxx Fertilizer Businesses as conducted by Newco and its Subsidiaries immediately after the Effective Time.
(b) In furtherance of the Transactions contemplated hereby, Newco covenants and agrees that, for a period ending on the third anniversary of the Effective Date, Newco will not, nor will it permit any of its Subsidiaries to, directly or indirectly (whether as an equityholder, manager, partner or otherwise) own, manage, operate or Control a business that is engaged in any material respect in the sale, origination, storage or handling of grain anywhere in the world in competition with the business of Cargill and its Subsidiaries as conducted immediately after the Effective Time.
(c) In furtherance of the Transactions contemplated hereby, Newco covenants and agrees that, for a period ending on the third anniversary of the Effective Date, Newco will not solicit or actively encourage any employee of Cargill or its Subsidiaries after the Effective Time to terminate such employment in order to enter into such relationship on behalf of any Third Party in competition with the business of Cargill and its Subsidiaries as conducted immediately after the Effective Time.
(d) Nothing contained in this Section 9.27 shall prohibit Cargill or any Subsidiary thereof from owning, managing, operating, expanding or Controlling the Cargill Retail Fertilizer Businesses after the Effective Time or from owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly traded and listed on any national...
Covenant Not to Compete or Solicit Business. (a) In furtherance of the sale of the Purchased Assets and the Business to Buyer and CNU hereunder by virtue of the transactions contemplated hereby and more effectively to protect the value and goodwill of the Purchased Assets and the Business so sold, each Seller and each Owner covenants and agrees that, for a period ending on the fifth anniversary of the Closing Date, neither such Seller or such Owner nor any of their respective Affiliates will:
(i) directly or indirectly anywhere in West Palm Beach, Broward, Miami-Dade, Hillsborough or Pinellas County, Florida, (whether as principal, agent, consultant, independent contractor, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business the same as the Business or competitive with CNU’s business of providing primary health care services and physician practice management services or competitive with any other line of business that CNU may engage in or pursue at any time that any Owner is either employed by or serving on the Board of Directors of CNU (it being understood by the parties hereto that the Business is not limited to any particular region of the aforementioned counties and that such business may be engaged in effectively from any location in any of such counties), other than on behalf of or for the benefit of Buyer or CNU;
(ii) induce or attempt to persuade any employee, consultant, agent or customer of any Seller to terminate such employment, consulting, agency or business relationship in order to enter into any such relationship on behalf of any other business organization in competition with the Business;
(iii) conduct business under or own any interest in any Person the name of which includes or which does business under the name “Miami Dade Health Centers” or any derivation thereof; or provided, however, that (A) nothing set forth in this Section 7.1 shall prohibit any Seller or any Owner or their respective Affiliates from owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the NASDAQ national market and (B) no Owner shall be responsible for any breach of this Section 7.1 by any other Owner. In addition, each Seller and each Owner covenants and agrees that it will not, and will not permit any of its Affiliates to, divulge or make use of any trade secrets or other confidential information of the...
Covenant Not to Compete or Solicit Business. (a) In furtherance of the sale of the Spontania Assets and the Spontania Business to Purchaser hereunder by virtue of the transactions contemplated hereby and more effectively to protect the value and goodwill of the Spontania Assets and the Spontania Business so sold, Seller agrees that, neither Seller nor any Affiliate will:
Covenant Not to Compete or Solicit Business. (a) In furtherance of the sale of the Shares and Purchased Assets to the Purchaser and to protect the value and goodwill of the Shares and the Purchased Assets and the business to be continued by the Purchaser after the Closing and in consideration of the Adjusted Purchase Price, the Sellers
Covenant Not to Compete or Solicit Business. In furtherance of the sale of the Shares and the Sabine Business to Purchaser hereunder by virtue of the Acquisition Transaction contemplated hereby and more effectively to protect the value and goodwill of the Shares and the Sabine Business so sold, Seller agrees that, neither Seller nor any Affiliate of Seller will:
Covenant Not to Compete or Solicit Business. (a) In furtherance of the sale of the Acquired Assets and the Practice to Purchaser hereunder by virtue of the transactions contemplated hereby and more effectively to protect the value and goodwill of the Acquired Assets and the Practice so sold, the Company agrees that, for a period ending on the fifth anniversary of the Closing Date, and each Member agrees that, for a period ending on such Member’s Covenant Expiration Date, neither the Company, any Member nor any entity controlled by the Company or any Member will:
(i) directly or indirectly (whether as principal, agent, consultant, independent contractor, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business competitive with the Practice anywhere in North America (it being understood by the parties hereto that the Practice is not limited to any particular region of North America and that such business may be engaged in effectively from any location in North America); or
(ii) employ, retain or hire any employee, consultant, agent or customer of the Practice or induce or attempt to persuade, on behalf of any other business organization in competition with the Practice, any employee, consultant, agent or customer of Purchaser to terminate such employment, consulting, agency or business relationship in order to enter into any such relationship with any such business organization;
Covenant Not to Compete or Solicit Business. (a) In furtherance of the sale of Industrial Container Business to Buyer and to protect the value and goodwill of the Industrial Container Business of the Acquired Companies and in consideration for the Purchase Price, Seller covenants and agrees that, after the Closing:
(i) for a period ending on the tenth anniversary of the Closing Date, neither Seller nor any of Seller's affiliates will directly or indirectly (whether as principal, agent, independent contractor, partner or otherwise) own, manage, operate, control, participate in, or otherwise carry on, a business that manufactures, sells or leases plastic drums, fibre drums or intermediate bulk containers or refurbishes or reconditions plastic drums anywhere in the world; provided, however, that Buyer expressly acknowledges and agrees that Seller or any affiliate of Seller may manufacture and sell fibre drums in Indonesia, Singapore and Malaysia (the "Far East Fibre Drum Operations") without violating the foregoing covenant; provided, further, that Buyer expressly acknowledges and agrees that Seller may conduct the IBC Business without violating the foregoing covenant; and, provided further, that nothing set forth in this Section 7.1 shall prohibit Seller or Seller's affiliates from owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the NASDAQ national market system; (ii) for a period ending on the tenth anniversary of the Closing Date, neither Seller nor any of Seller's affiliates will directly or indirectly induce or attempt to persuade any supplier or customer of an Acquired Company to terminate or alter such business relationship with such Acquired Company; or
