Common use of Covenant Not to Compete or Solicit Business Clause in Contracts

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 customer of Xxxxxxxx or its affiliates curtail or cancel its business or refrain from doing business with Xxxxxxxx or its affiliates. (c) You agree that, for the Covenant Period, 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 other interest, or as an employee, agent, advisor, director, consultant to, representative, or in any other capacity for or on behalf of a Competitor: (i) contact, solicit, or enter into any agreement or contract with any employee, agent, or independent contractor of Xxxxxxxx or its affiliates; (ii) directly or indirectly solicit the employment or services of, or cause or attempt to cause to leave the employment or service of Xxxxxxxx or its affiliates, any person who or which is employed by, or otherwise engaged to perform services for, Xxxxxxxx or its affiliates (whether in the capacity of employee, consultant, independent contractor or otherwise); or (iii) request that any person, employee, agent, or independent contractor of Xxxxxxxx or its affiliates curtail or cancel its business or refrain from entering into or doing business with Xxxxxxxx or its affiliates. (d) Without limiting the generality of the provisions of this Section 5, you shall be deemed to be carrying on or engaged in a particular business if you (whether alone or in association with one or more other persons) is an owner, proprietor, partner, employee, stockholder, independent contractor, director or joint venturer of, or a consultant or lender to, or an investor in any manner in, any person who or which is directly or indirectly engaged in such business. (e) Notwithstanding the foregoing provisions of this Section 5, you may own, solely as a passive investment, securities of a Competitor if (A) you are not an affiliate of the issuer of such securities; (B) you do not, directly or indirectly, beneficially own more than 5%, in the aggregate, of the class of which securities are a part; (C) such class of securities is publicly traded; and (D) you have no active participation in the business of such entity. (f) You acknowledge and agree that the limitations imposed by this non-competition covenant as to time and scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the confidential information, goodwill or other business interest of Xxxxxxxx. If any court of competent jurisdiction determines that any of such covenants, provisions, or portions of the Agreement, or any part thereof, are unenforceable and invalid, then (a) the validity and enforceability of any remaining covenants, provisions or portions thereof shall not be affected by such determination, (b) those of such covenants, provisions, or portions that are determined to be unenforceable because of the duration or scope thereof shall be severed and/or reformed by the court to reduce the duration or scope so as to render the same enforceable against you, and (c) all remaining covenants, provisions, portions and terms of the Agreement shall be valid and enforceable to the fullest extent permitted by law. (g) You hereby agree that if you violate or threaten to violate any of the provisions of this Section 5, it would be difficult to determine the entire cost, damage or injury which Xxxxxxxx would sustain. You acknowledge that if you violate or threaten to violate any of the provisions of this Section 5, Xxxxxxxx may have no adequate remedy at law. In that event, Xxxxxxxx shall have the right, in addition to any other rights that may be available to it, to obtain in any court of competent jurisdiction injunctive relief to restrain any violation or threatened violation by any you or your affiliates of this Section 5 or to compel specific performance by you or your affiliates of one or more of your obligations under this Agreement. The seeking or obtaining by Xxxxxxxx of such injunctive relief shall not foreclose or in any way limit the right of Xxxxxxxx to obtain a money judgment against you or your affiliates for any damage to Xxxxxxxx that may result from any breach by you of any provision of this Agreement. In the event you breach any covenant set forth in Section 5 of this Agreement, the term of such covenant will be extended by the period of duration of such breach.

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 customer of Xxxxxxxx or its affiliates curtail or cancel its business or refrain from doing business with Xxxxxxxx or its affiliates. (c) You agree that, for the Covenant Period, 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 other interest, or as an employee, agent, advisor, director, consultant to, representative, or in any other capacity for or on behalf of a Competitor: (i) contact, solicit, or enter into any agreement or contract with any employee, agent, or independent contractor of Xxxxxxxx or its affiliates; (ii) directly or indirectly solicit the employment or services of, or cause or attempt to cause to leave the employment or service of Xxxxxxxx or its affiliates, any person who or which is employed by, or otherwise engaged to perform services for, Xxxxxxxx or its affiliates (whether in the capacity of employee, consultant, independent contractor or otherwise); or (iii) request that any person, employee, agent, or independent contractor of Xxxxxxxx or its affiliates curtail or cancel its business or refrain from entering into or doing business with Xxxxxxxx or its affiliates. (d) Without limiting the generality of the provisions of this Section 5, you shall be deemed to be carrying on or engaged in a particular business if you (whether alone or in association with one or more other persons) is an owner, proprietor, partner, employee, stockholder, independent contractor, director or joint venturer of, or a consultant or lender to, or an investor in any manner in, any person who or which is directly or indirectly engaged in such business. (e) Notwithstanding the foregoing provisions of this Section 5, you may own, solely as a passive investment, securities of a Competitor if (A) you are not an affiliate of the issuer of such securities; (B) you do not, directly or indirectly, beneficially own more than 5%, in the aggregate, of the class of which securities are a part; (C) such class of securities is publicly traded; and (D) you have no active participation in the business of such entity. (f) You acknowledge and agree that the limitations imposed by this non-competition covenant as to time and scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the confidential information, goodwill or other business interest of Xxxxxxxx. If any court of competent jurisdiction determines that any of such covenants, provisions, or portions of the Agreement, or any part thereof, are unenforceable and invalid, then (a) the validity and enforceability of any remaining covenants, provisions or portions thereof shall not be affected by such determination, (b) those of such covenants, provisions, or portions that are determined to be unenforceable because of the duration or scope thereof shall be severed and/or reformed by the court to reduce the duration or scope so as to render the same enforceable against you, and (c) all remaining covenants, provisions, portions and terms of the Agreement shall be valid and enforceable to the fullest extent permitted by law. (g) You hereby agree that if you violate or threaten to violate any of the provisions of this Section 5, it would be difficult to determine the entire cost, damage or injury which Xxxxxxxx would sustain. You acknowledge that if you violate or threaten to violate any of the provisions of this Section 5, Xxxxxxxx may have no adequate remedy at law. In that event, Xxxxxxxx shall have the right, in addition to any other rights that may be available to it, to obtain in any court of competent jurisdiction injunctive relief to restrain any violation or threatened violation by any you or your affiliates of this Section 5 or to compel specific performance by you or your affiliates of one or more of your obligations under this Agreement. The seeking or obtaining by Xxxxxxxx of such injunctive relief shall not foreclose or in any way limit the right of Xxxxxxxx to obtain a money judgment against you or your affiliates for any damage to Xxxxxxxx that may result from any breach by you of any provision of this Agreement. In the event you breach any covenant set forth in Section 5 of this Agreement, the term of such covenant will be extended by the period of duration of such breach.

Covenant Not to Compete or Solicit Business. In order to assure that Buyer will realize the benefits of the transactions contemplated hereby, Seller agrees to the following restrictive covenants: (a) Xxxxxxxx agrees thatOther than as an employee or agent of the Company, to enable you to perform your duties with Xxxxxxxxfor a period of three years from and after the Closing Date (the “Restricted Period”), it Seller 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 engage directly or indirectly in any (i) Xxxxxxxx would not have entered into ecommerce, online communities or content website business that focuses on baby, toddler and maternity products; (ii) non-medical, in-hospital products and services business for expectant or new parents; and (iii) internet or traditional television broadcast business that focuses on the baby, toddler and maternity markets(collectively, the “Covered Business”) wherever located or operated; provided, however, that no owner of less than 3% of the outstanding stock of any publicly-traded corporation shall be deemed to engage solely by reason of such ownership in any of its businesses. Seller acknowledges that there is no geographic restriction contained in this Agreement because the Covered Business is internet-based and is not geographically limited. Notwithstanding, if you had not executed and delivered this Agreement to Xxxxxxxx and agreed to a court of competent jurisdiction finds the provisions foregoing invalid for lack of a geographic restriction, Seller agrees that the applicable geographical restriction is the United States, or such lesser or greater geographic area which the court deems proper. Furthermore, if the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5; and (ii) you 6.1 is invalid or unenforceable, the Parties subject to this Section 6.1 agree that the court making the determination of invalidity or unenforceability shall have had access the power to information reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is highly confidential valid and enforceable and that comes closest to Xxxxxxxx, that constitutes a valuable, special and unique asset expressing the intention of Xxxxxxxxthe invalid or unenforceable term or provision, 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 shall be enforceable as so modified after the availability expiration of the time within which the judgment 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)appealed. (b) For a period of one year following the date of the termination of your employment by Xxxxxxxx (the “Covenant Period”), you agree Seller agrees that you it will not (directly or indirectly, including through any entity or other person), and shall will cause each of your affiliates its Affiliates not to), without the prior written consent of Buyer, directly or indirectly, acting alone during the Restricted Period, induce, encourage or as a membersolicit any employee of Buyer, holder or owner of any security the Company or any other interest, or as an employee, agent, advisor, director, consultant to, independent contractor to, representative, or in any other capacity: respective Affiliate thereof (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 each 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 (“Covered Company” and collectively, the “Business” and such person directly or indirectly engaged in such Business, a “CompetitorCovered Companies”); or, to leave his or her employment with such Covered Company or to accept any other position or employment or enter into any independent contractor relationship or assist any other Person in hiring such employee. (iic) share in the earnings ofSeller agrees that it will not (and will cause each of its Affiliates not to), 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 suggestwithout prior written consent of Buyer, directly or indirectly, that any customer of Xxxxxxxx or its affiliates curtail or cancel its business or refrain from doing business with Xxxxxxxx or its affiliates. (c) You agree that, for during the Covenant Restricted Period, you will not (directly induce, encourage or indirectlysolicit any Person who is an actual client, including through any entity customer or other person)supplier of the Company as of the Closing to terminate, and shall cause each of your affiliates not to, directly reduce or indirectly, acting alone or as a member, holder or owner of any security or other interest, or as an employee, agent, advisor, director, consultant to, representative, or in any other capacity for or on behalf of a Competitor: (i) contact, solicit, or decline to enter into any agreement contract or contract other arrangement with any employee, agent, or independent contractor of Xxxxxxxx or its affiliates; (ii) directly or indirectly solicit the employment or services of, or cause or attempt to cause to leave the employment or service of Xxxxxxxx or its affiliates, any person who or which is employed by, or otherwise engaged to perform services for, Xxxxxxxx or its affiliates (whether in the capacity of employee, consultant, independent contractor or otherwise); or (iii) request that any person, employee, agent, or independent contractor of Xxxxxxxx or its affiliates curtail or cancel its business or refrain from entering into or doing business with Xxxxxxxx or its affiliatesCovered Companies. (d) Without limiting Seller agrees that, during the generality Restricted Period, it will not (and will cause each of its Affiliates not to), without the provisions prior written consent of this Section 5Buyer, you shall be deemed to be carrying on have any direct or engaged indirect interest in a particular business if you any Person other than the Buyer (whether alone or in association with one or more other persons) is an owner, proprietor, partner, as employee, stockholder, independent contractorofficer, director or joint venturer ofagent, or a consultant as security holder or lender to, investor owning either unlisted or an investor in untraded securities or more than three percent (3%) of any manner in, any person who or which is directly or indirectly engaged in such business. (e) Notwithstanding class of the foregoing provisions of this Section 5, you may own, solely as a passive investment, issued and outstanding securities of a Competitor if (A) you are not an affiliate of the issuer of such securities; (B) you do not, directly corporation that is traded on a national securities exchange or indirectly, beneficially own more than 5%, in the aggregateover-the-counter market, of the class of which securities are or as a part; (Ccreditor, consultant or otherwise) such class of securities is publicly traded; and (D) you have no active participation that engages in any material respect in the business Business. The obligations of such entity. (f) You acknowledge Seller under this Section shall be in addition to any obligations Seller may have under any other contract. The Seller and Buyer agree that the limitations imposed by this non-competition covenant as to time and scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the confidential information, goodwill or other business interest of Xxxxxxxx. If remedy at law for any court of competent jurisdiction determines that any of such covenants, provisions, or portions breach of the Agreement, or any part thereof, are unenforceable foregoing will be inadequate and invalid, then (a) the validity and enforceability of any remaining covenants, provisions or portions thereof shall not be affected by such determination, (b) those of such covenants, provisions, or portions that are determined to be unenforceable because of the duration or scope thereof shall be severed and/or reformed by the court to reduce the duration or scope so as to render the same enforceable against you, and (c) all remaining covenants, provisions, portions and terms of the Agreement shall be valid and enforceable to the fullest extent permitted by law. (g) You hereby agree that if you violate or threaten to violate any of the provisions of this Section 5, it would be difficult to determine the entire cost, damage or injury which Xxxxxxxx would sustain. You acknowledge that if you violate or threaten to violate any of the provisions of this Section 5, Xxxxxxxx may have no adequate remedy at law. In that event, Xxxxxxxx shall have the rightBuyer, in addition to any other rights that may be relief available to it, shall be entitled to obtain in any court of competent jurisdiction temporary and permanent injunctive relief to restrain any violation or threatened violation by any you or your affiliates without the necessity of this Section 5 or to compel specific performance by you or your affiliates of one or more of your obligations under this Agreementproving actual damages. The seeking or obtaining by Xxxxxxxx foregoing shall not, however, operate to preclude the Seller from disputing the factual basis of any claim for such injunctive relief shall not foreclose or in any way limit the right of Xxxxxxxx to obtain a money judgment against you or your affiliates for any damage to Xxxxxxxx that may result from any breach by you of any provision of this Agreement. In the event you breach any covenant set forth in Section 5 of this Agreement, the term of such covenant will be extended by the period of duration of such breachrelief.

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 youyou ). (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 customer of Xxxxxxxx or its affiliates curtail or cancel its business or refrain from doing business with Xxxxxxxx or its affiliates. (c) You agree that, for the Covenant Period, 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 other interest, or as an employee, agent, advisor, director, consultant to, representative, or in any other capacity for or on behalf of a Competitor: (i) contact, solicit, or enter into any agreement or contract with any employee, agent, or independent contractor of Xxxxxxxx or its affiliates; (ii) directly or indirectly solicit the employment or services of, or cause or attempt to cause to leave the employment or service of Xxxxxxxx or its affiliates, any person who or which is employed by, or otherwise engaged to perform services for, Xxxxxxxx or its affiliates (whether in the capacity of employee, consultant, independent contractor or otherwise); or (iii) request that any person, employee, agent, or independent contractor of Xxxxxxxx or its affiliates curtail or cancel its business or refrain from entering into or doing business with Xxxxxxxx or its affiliates. (d) Without limiting the generality of the provisions of this Section 5, you shall be deemed to be carrying on or engaged in a particular business if you (whether alone or in association with one or more other persons) is an owner, proprietor, partner, employee, stockholder, independent contractor, director or joint venturer of, or a consultant or lender to, or an investor in any manner in, any person who or which is directly or indirectly engaged in such business. (e) Notwithstanding the foregoing provisions of this Section 5, you may own, solely as a passive investment, securities of a Competitor if (A) you are not an affiliate of the issuer of such securities; (B) you do not, directly or indirectly, beneficially own more than 5%, in the aggregate, of the class of which securities are a part; (C) such class of securities is publicly traded; and (D) you have no active participation in the business of such entity. (f) You acknowledge and agree that the limitations imposed by this non-competition covenant as to time and scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the confidential information, goodwill or other business interest of Xxxxxxxx. If any court of competent jurisdiction determines that any of such covenants, provisions, or portions of the Agreement, or any part thereof, are unenforceable and invalid, then (a) the validity and enforceability of any remaining covenants, provisions or portions thereof shall not be affected by such determination, (b) those of such covenants, provisions, or portions that are determined to be unenforceable because of the duration or scope thereof shall be severed and/or reformed by the court to reduce the duration or scope so as to render the same enforceable against you, and (c) all remaining covenants, provisions, portions and terms of the Agreement shall be valid and enforceable to the fullest extent permitted by law. (g) You hereby agree that if you violate or threaten to violate any of the provisions of this Section 5, it would be difficult to determine the entire cost, damage or injury which Xxxxxxxx would sustain. You acknowledge that if you violate or threaten to violate any of the provisions of this Section 5, Xxxxxxxx may have no adequate remedy at law. In that event, Xxxxxxxx shall have the right, in addition to any other rights that may be available to it, to obtain in any court of competent jurisdiction injunctive relief to restrain any violation or threatened violation by any you or your affiliates of this Section 5 or to compel specific performance by you or your affiliates of one or more of your obligations under this Agreement. The seeking or obtaining by Xxxxxxxx of such injunctive relief shall not foreclose or in any way limit the right of Xxxxxxxx to obtain a money judgment against you or your affiliates for any damage to Xxxxxxxx that may result from any breach by you of any provision of this Agreement. In the event you breach any covenant set forth in Section 5 of this Agreement, the term of such covenant will be extended by the period of duration of such breach.