Covenant of Seller not to Compete Sample Clauses

Covenant of Seller not to Compete. (a) Seller acknowledges that the agreements and covenants contained in this Section 10.4 are essential to protect the business and goodwill being purchased by Buyer, and Buyer would not purchase the Assets but for the agreements and covenants of Seller contained in this Section 10.4.
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Covenant of Seller not to Compete. NONSOLICITATION. In consideration of the Purchase Price to be received under this Agreement and the other obligations of Purchaser hereunder, Seller, for itself and its subsidiaries, agrees that, for a period of three (3) years after the Closing Date, it shall not directly or indirectly, do any of the following:
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Covenant of Seller not to Compete. 4.2.1 In consideration for the Purchase Price to be paid by Purchaser under Section 3 of this Agreement, Seller agrees that during the Restrictive Period:
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Covenant of Seller not to Compete. Seller hereby agrees not to purchase or open a de novo Full Service Banking Facility within the counties of Cape May and Cumberland in New Jersey, excluding the city of Ocean City, New Jersey, and within an area extending three (3) miles in all directions from the location of the Holland, Hopewell and Medford Branches for a period of three (3) years from the Closing Date; provided, however, that Seller, or any of its Affiliates, shall be expressly permitted to acquire a financial institution notwithstanding the fact that the financial institution to be acquired has a Full Service Banking Facility or any other facility in such location.
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Covenant of Seller not to Compete. Seller hereby agrees not to purchase or open a de novo brick and mortar branch facility (excluding any ATMs or CBCTs) within an area extending one (1) mile in all directions from the location of each Branch for a period of two (2) years from the Closing Date; provided, however, that Seller, or its affiliates, shall be expressly permitted to acquire a financial institution notwithstanding the fact that the financial institution to be acquired has a branch or other facility in such location, and provided, further, that the consolidation of one or more of Seller's branches in Clifton, New Jersey into a new branch or facility in any such location shall not be prohibited by this Section 6.5.
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Covenant of Seller not to Compete. Seller hereby agrees not to purchase or open a de novo brick and mortar branch facility (excluding any ATMs or CBCTs) within the county of Salem in New Jersey and within an area extending 3 miles in all directions from the location of the Xxxxxxxx Xxxxxx for a period of three years from the Closing Date; provided, however, that Seller, or its affiliates, shall be expressly permitted to acquire a financial institution notwithstanding the fact that the financial institution to be acquired has a branch or other facility in such location.
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Covenant of Seller not to Compete. Seller hereby agrees not to open a de novo full-service branch facility within the county in which each Branch is located (the "Noncompete Area") for a period of one (1) year from the Closing Date; provided, however, that the Seller, or its Affiliates, shall be expressly permitted to acquire a commercial bank notwithstanding the fact that the commercial bank to be acquired has a branch or other facility in the Noncompete Area so long as a substantial part of the business and assets of such institution are located outside of the Noncompete Area (an "Acquired Commercial Bank"). In the event that Seller decides to sell any branches located within the Noncompete Area of such Acquired Commercial Bank within one (1) year of the date of this Agreement, then Buyer shall have a right of first refusal with respect to such branches at the same percentage of premium that Seller paid to the Acquired Commercial Bank.
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Covenant of Seller not to Compete. Seller hereby agrees not to open a de novo full-service branch facility (excluding any ATMs) within the county in which each Branch is located, except, however, with respect to the Keystone Branch, within the Keystone city limits (the "Noncompete Area") for a period of one year from the Closing Date; provided, however, that Seller, or its Affiliates, shall be expressly permitted to acquire a financial institution notwithstanding the fact that the financial institution to be acquired has a branch or other facility in the Noncompete Area so long as a substantial part of the business and assets of such institution are located outside of the Noncompete Area.
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Related to Covenant of Seller not to Compete

  • 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 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 of Seller The Seller shall not amend Article Third of its Certificate of Incorporation without the prior written consent of each Rating Agency rating the Certificates.

  • 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:

  • 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.

  • 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.

  • Noncompetition Nonsolicitation and Confidentiality As a material inducement to continue to employ him, Employee agrees to execute the Noncompetition, Nonsolicitation and Confidentiality Agreement attached hereto as Exhibit A, the terms of which are incorporated herein by reference.

  • Noncompetition Except as may otherwise be approved by the Board, during the term of Executive’s employment, Executive shall not have any ownership interest (of record or beneficial) in, or have any interest as an employee, salesman, consultant, officer or director in, or otherwise aid or assist in any manner, any firm, corporation, partnership, proprietorship or other business that engages in any county, city or part thereof in the United States and/or any foreign country in a business which competes directly or indirectly (as determined by the Board) with the Company’s business in such county, city or part thereof, so long as the Company, or any successor in interest of the Company to the business and goodwill of the Company, remains engaged in such business in such county, city or part thereof or continues to solicit customers or potential customers therein; provided, however, that Executive may own, directly or indirectly, solely as an investment, securities of any entity which are traded on any national securities exchange if Executive (x) is not a controlling person of, or a member of a group which controls, such entity; or (y) does not, directly or indirectly, own one percent (1%) or more of any class of securities of any such entity.

  • 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 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.

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