Common use of Covenants Not to Compete and Not to Solicit Clause in Contracts

Covenants Not to Compete and Not to Solicit. (a) Upon the termination of the Executive’s employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, consultant, director, officer, stockholder, or employee of any business entity, or otherwise in any territory in which the Company is actively engaged in business (i) open or operate any business which is in competition with any business of the Company, (ii) act as an employee, agent, advisor or consultant or any competitor of the Company, (iii) solicit or accept business from any of the Company’s competitors, (iv) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (v) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (b) Upon the termination of the Executive’s employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Executive or for any other entity or person. (c) Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. (d) Company will respond within two weeks to any written request by Executive to exclude a particular company or business entity from the scope of this Section 6. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 6.

Covenants Not to Compete and Not to Solicit. (a) Upon the termination of the Executive’s 's employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, consultant, director, officer, stockholder, or employee of any business entity, or otherwise in any territory in which the Company is actively engaged in business (i) open or operate any business which is in competition with any business of the Company, (ii) act as an employee, agent, advisor or consultant or any competitor of the Company, (iii) solicit or accept business from any of the Company’s 's competitors, (iv) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (v) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s 's existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (b) Upon the termination of the Executive’s 's employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Executive or for any other entity or person. (c) Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. (d) Company will respond within two weeks to any written request by Executive to exclude a particular company or business entity from the scope of this Section 6. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 6.

Covenants Not to Compete and Not to Solicit. (a) Upon the termination of the Executive’s 's employment with the Company pursuant to Section 5(a) by the Company for any reason other than for cause and for a period of eighteen (18) months thereafter, Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, consultant, consultant director, officer, stockholder, stockholder or employee of any business entity, or otherwise in any territory in which the Company is actively engaged in business (i) open or operate any business which is in competition with any business of the Company, (ii) act as an employee, agent, advisor or consultant or of any competitor of the Company, (iii) solicit or accept business from any of the Company’s 's competitors, (iv) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (v) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s 's existing customers for the purchase or sale of products product or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (b) Upon the termination of the Executive’s 's employment with the Company pursuant to Section 5(a) by the Company for any reason other than for cause and for a period of eighteen (18) months thereafter, Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Executive or for any other entity or person. (c) Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. (d) Company will respond within two weeks to any written request by Executive to exclude a particular company or business entity from the scope of this Section 6. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 6.

Covenants Not to Compete and Not to Solicit. (a) While employed by the Company, Executive agrees that he shall not, directly or indirectly, engage on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder or other proprietor owning more than a five percent (5%) interest, in any firm, corporation, partnership or other organization which is in the business of manufacturing, selling or distributing products in competition with the products of the Company. In case of any such ownership or participation, Executive shall furnish a detailed statement thereof to the Board of Directors of the Company, and, as from time to time requested by said Board, resubmit for approval a detailed statement thereof, which statement may be approved by said Board as not constituting such a violation or conflict, and in the event said Board determines that such violation or conflict exists, Executive shall immediately divest himself of such ownership or participation (or of representing or promoting others engaged in any such business). It is intended and agreed that during the term of this Agreement, Executive will not knowingly perform any act which may confer any competitive benefit or advantage upon any enterprise competing with the Company or any successor. (b) Upon the termination of the Executive’s employment with the Company pursuant to within the terms of Section 5(a) 6 and for a period of eighteen (18) months thereafter, Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder, stockholder or employee other proprietor owning more than a five percent (5%) interest of any business entity, or otherwise otherwise, in any territory in which the Company is actively engaged in business business: (i) open or operate any business which is in competition with any business of the Company, (ii) act as an employee, agent, advisor or consultant or of any competitor of the Company, (iii) solicit or accept business from any of the Company’s competitors, (iv) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (viv) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (bc) Upon While employed by the Company and upon the termination of the Executive’s employment with the Company pursuant to within the terms of Section 5(a) 6 and for a period of eighteen (18) months thereafter, Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Executive or for any other entity or person. (cd) Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to directly solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. Executive agrees that the provisions of this Section 9 contain restrictions that are not greater than necessary to protect the interests of the Company. In the event of the breach or threatened breach by Executive of this Section 9, the Company, in addition to all other remedies available to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this Section 9. (de) Company will respond within two weeks 14 days to any written request by Executive to exclude a particular company or business entity from the scope of this Section 69. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 69.

Covenants Not to Compete and Not to Solicit. (a) Upon Until the Executive has received all Severance Payments as provided in Section 5, upon the termination of the Executive’s 's employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafterany reason, the Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, consultant, director, officer, stockholder, stockholder or employee of any business entity, or otherwise in any territory in which the Company is actively engaged in business (i1) open or operate any business which is in competition with any business of the Company, (ii2) act as an employee, agent, advisor or consultant or of any competitor of the Company, (iii3) solicit or accept business from any of the Company’s 's competitors, (iv4) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (v5) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. , Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s 's existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (b) Upon Until fifteen (15) months after termination of Executive's employment, upon the termination of the Executive’s 's employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafterany reason, the Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any an employee of the Company to leave his or her their employment either for Executive or for any other entity or person. (c) The Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. (d) Company will respond within two weeks to any written request by Executive to exclude a particular company or business entity from the scope of this Section 6. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 6.

Covenants Not to Compete and Not to Solicit. (a) While employed by the Company, Executive agrees that he shall not, directly or indirectly, engage on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder or other proprietor owning more than a five percent (5%) interest, in any firm, corporation, partnership or other organization which is in the business of manufacturing, selling or distributing products in competition with the products of the Company. In case of any such ownership or participation, Executive shall furnish a detailed statement thereof to the Board of Directors of the Company, and, as from time to time requested by said Board, resubmit for approval a detailed statement thereof, which statement may be approved by said Board as not constituting such a violation or conflict, and in the event said Board determines that such violation or conflict exists, Executive shall immediately divest himself of such ownership or participation (or of representing or promoting others engaged in any such business). It is intended and agreed that during the term of this Agreement, Executive will not knowingly perform any act which may confer any competitive benefit or advantage upon any enterprise competing with the Company or any successor. (b) Upon the termination of the Executive’s Executive 's employment with the Company pursuant to within the terms of Section 5(a7(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder, stockholder or employee other proprietor owning more than a five percent (5%) interest of any business entity, or otherwise otherwise, in any territory in which the Company is actively engaged in business business: (i) open or operate any business which is in competition with any business of the Company, (ii) act as an employee, agent, advisor or consultant or of any competitor of the Company, (iii) solicit or accept business from any of the Company’s competitors, (iv) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (viv) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s 's existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (bc) Upon While employed by the Company and upon the termination of the Executive’s 's employment with the Company pursuant to within the terms of Section 5(a7(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Executive or for any other entity or person. (cd) Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to directly solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. Executive agrees that the provisions of this Section 8 contain restrictions that are not greater than necessary to protect the interests of the Company. In the event of the breach or threatened breach by Executive of this Section 8, the Company, in addition to all other remedies available to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this Section 8. (de) Company will respond within two weeks 14 days to any written request by Executive to exclude a particular company or business entity from the scope of this Section 68. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 68.

Covenants Not to Compete and Not to Solicit. (a) While employed by the Company, Executive agrees that he shall not, directly or indirectly, engage on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder or other proprietor owning more than a five percent (5%) interest, in any firm, corporation, partnership or other organization which is in the business of manufacturing, selling or distributing products in competition with the products of the Company. In case of any such ownership or participation, Executive shall furnish a detailed statement thereof to the Board of Directors of the Company, and, as from time to time requested by said Board, resubmit for approval a detailed statement thereof, which statement may be approved by said Board as not constituting such a violation or conflict, and in the event said Board determines that such violation or conflict exists, Executive shall immediately divest himself of such ownership or participation (or of representing or promoting others engaged in any such business). It is intended and agreed that during the term of this Agreement, Executive will not knowingly perform any act which may confer any competitive benefit or advantage upon any enterprise competing with the Company or any successor. (b) Upon the termination of the Executive’s 's employment with the Company pursuant to within the terms of Section 5(a7(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder, stockholder or employee other proprietor owning more than a five percent (5%) interest of any business entity, or otherwise otherwise, in any territory in which the Company is actively engaged in business business: (i) open or operate any business which is in competition with any business of the Company, (ii) act as an employee, agent, advisor or consultant or of any competitor of the Company, (iii) solicit or accept business from any of the Company’s competitors, (iv) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (viv) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s 's existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (bc) Upon While employed by the Company and upon the termination of the Executive’s 's employment with the Company pursuant to within the terms of Section 5(a7(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Executive or for any other entity or person. (cd) Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to directly solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. Executive agrees that the provisions of this Section 8 contain restrictions that are not greater than necessary to protect the interests of the Company. In the event of the breach or threatened breach by Executive of this Section 8, the Company, in addition to all other remedies available to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this Section 8. (de) Company will respond within two weeks 14 days to any written request by Executive to exclude a particular company or business entity from the scope of this Section 68. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 68.

Covenants Not to Compete and Not to Solicit. (a) During the term hereof, Key Executive agrees that he shall not, directly or indirectly, engage on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder or other proprietor owning more than a five percent (5%) interest, in any firm, corporation, partnership or other organization which is in the business of manufacturing, selling or distributing products in competition with the products of the Company. In case of any such ownership or participation, Key Executive shall furnish a detailed statement thereof to the Board of Directors of the Company, and, as from time to time requested by said Board, resubmit for approval a detailed statement thereof, which statement may be approved by said Board as not constituting such a violation or conflict, and in the event said Board determines that such violation or conflict exists, Key Executive shall immediately divest himself of such ownership or participation (or of representing or promoting others engaged in any such business). It is intended and agreed that during the term of this Agreement, Key Executive will not knowingly perform any act which may confer any competitive benefit or advantage upon any enterprise competing with the Company or any successor. (b) Upon the termination of the Executive’s Key Executive 's employment with the Company pursuant to within the terms of Section 5(a7(a) and for a period of eighteen (18) months thereafter, Key Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder, stockholder or employee other proprietor owning more than a five percent (5%) interest of any business entity, or otherwise otherwise, in any territory in which the Company is actively engaged in business business: (i) open or operate any business which is in competition with any business of the Company, (ii) act as an employee, agent, advisor or consultant or of any competitor of the Company, (iii) solicit or accept business from any of the Company’s competitors, (iv) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company 5 or to alter its business relationship with the Company, or (viv) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Key Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s 's existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Key Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (bc) Upon During the term of this Agreement, and upon the termination of the Key Executive’s 's employment with the Company pursuant to within the terms of Section 5(a7(a) and for a period of eighteen (18) months thereafter, Key Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Key Executive or for any other entity or person. (cd) Key Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to directly solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. Key Executive agrees that the provisions of this Section 8 contain restrictions that are not greater than necessary to protect the interests of the Company. In the event of the breach or threatened breach by Key Executive of this Section 8, the Company, in addition to all other remedies available to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this Section 8. (de) Company will respond within two weeks within14 days to any written request by Key Executive to exclude a particular company or business entity from the scope of this Section 68. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Key Executive in a third party will not constitute competition within the scope of this Section 68.

Covenants Not to Compete and Not to Solicit. (a) During the term hereof, Executive agrees that he shall not, directly or indirectly, engage on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder or other proprietor owning more than a five percent (5%) interest, in any firm, corporation, partnership or other organization which is in the business of manufacturing, selling or distributing products in competition with the products of the Company. In case of any such ownership or participation, Executive shall furnish a detailed statement thereof to the Board of Directors of the Company, and, as from time to time requested by said Board, resubmit for approval a detailed statement thereof, which statement may be approved by said Board as not constituting such a violation or conflict, and in the event said Board determines that such violation or conflict exists, Executive shall immediately divest himself of such ownership or participation (or of representing or promoting others engaged in any such business). It is intended and agreed that during the term of this Agreement, Executive will not knowingly perform any act which may confer any competitive benefit or advantage upon any enterprise competing with the Company or any successor. (b) Upon the termination of the Executive’s 's employment with the Company pursuant to within the terms of Section 5(a7(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder, stockholder or employee other proprietor owning more than a five percent (5%) interest of any business entity, or otherwise otherwise, in any territory in which the Company is actively engaged in business business: (i) open or operate any business which is in competition with any business of the Company, (ii) act as an employee, agent, advisor or consultant or of any competitor of the Company, (iii) solicit or accept business from any of the Company’s competitors, (iv) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (viv) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s 's existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (bc) Upon During the term of this Agreement, and upon the termination of the Executive’s 's employment with the Company pursuant to within the terms of Section 5(a7(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Executive or for any other entity or person. (cd) Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to directly solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. Executive agrees that the provisions of this Section 8 contain restrictions that are not greater than necessary to protect the interests of the Company. In the event of the breach or threatened breach by Executive of this Section 8, the Company, in addition to all other remedies available to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this Section 8. (de) Company will respond within two weeks to any written request by Executive to exclude a particular company or business entity from the scope of this Section 68. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 68.

Covenants Not to Compete and Not to Solicit. Pursuant to the terms and conditions of this Agreement, and following the Effective Date, each Seller agrees that he or it will not, and will cause each of its members not to, whether for his or its account or for the account of any other Person, directly or indirectly through any other Person, manage, operate, control, advise, consult, act as an agent or representative of, be employed by or otherwise assist any Person (aother than the Company) Upon in the termination design, development, manufacture, sale or commercial offering of any product that uses, incorporates or relies upon the Executive’s employment with Products, or the Company pursuant to Section 5(a) and active pharmaceutical ingredients in the Products or the Derived Products. Further, for a period of eighteen five (185) months thereafteryears from the date of this Agreement, Executive agrees that he each Seller shall not, on his own behalfand shall cause its members not to, or as owner, manager, advisor, principal, agent, partner, consultant, director, officer, stockholder, or employee of any business entity, or otherwise in any territory in which the Company is actively engaged in business solicit (i) open any party that is now or operate who was a vendor of the Company at any business which is time during the one (1) year period immediately prior to the date of this Agreement for the purpose of marketing, selling or providing to any such party any products that include the active pharmaceutical ingredients in competition with the Products or any business products that include the active pharmaceutical ingredients in the Derived Products; (ii) any party who was a prospective customer of the Company, (ii) act as an employeeor becomes a customer of the Company or Purchaser on or after the date of this Agreement, agent, advisor or consultant to purchase any products that include the active pharmaceutical ingredients in the Products or any competitor of products that include the Company, active pharmaceutical ingredients in the Derived Products; or (iii) solicit for employment or accept business from any of the Company’s competitors, (iv) take any action otherwise seek to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of alter the Company to cease doing business relationship with the Company or to alter its business relationship with the Company, Purchaser of any Person who is now or (v) take any action becomes an employee or do anything reasonably intended to influence any suppliers consultant of the Company to cease doing business or the Purchaser during their term of employment or consultation with the Company or to alter its business relationship with the Company. Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent Purchaser (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (b) Upon the termination of the Executive’s employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Executive or for any other entity or person. (c) Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, encouraging any such person to leave the reasonableness employ of the length of time, scope and geographic coverage of these covenantsCompany or Purchaser or to terminate such consulting relationship). (d) Company will respond within two weeks to any written request by Executive to exclude a particular company or business entity from the scope of this Section 6. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 6.

Covenants Not to Compete and Not to Solicit. (a) While employed by the Company, Key Executive agrees that he shall not, directly or indirectly, engage on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder or other proprietor owning more than a five percent (5%) interest, in any firm, corporation, partnership or other organization which is in the business of manufacturing, selling or distributing products in competition with the products of the Company. In case of any such ownership or participation, Key Executive shall furnish a detailed statement thereof to the Board of Directors of the Company, and, as from time to time requested by said Board, resubmit for approval a detailed statement thereof, which statement may be approved by said Board as not constituting such a violation or conflict, and in the event said Board determines that such violation or conflict exists, Key Executive shall immediately divest himself of such ownership or participation (or of representing or promoting others engaged in any such business). It is intended and agreed that during the term of this Agreement, Key Executive will not knowingly perform any act which may confer any competitive benefit or advantage upon any enterprise competing with the Company or any successor. (b) Upon the termination of the Executive’s Key Executive 's employment with the Company pursuant to within the terms of Section 5(a7(a) and for a period of eighteen (18) months thereafter, Key Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder, stockholder or employee other proprietor owning more than a five percent (5%) interest of any business entity, or otherwise otherwise, in any territory in which the Company is actively engaged in business business: (i) open or operate any business which is in competition with any business of the Company, (ii) act as an employee, agent, advisor or consultant or of any competitor of the Company, (iii) solicit or accept business from any of the Company’s competitors, (iv) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (viv) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Key Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s 's existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Key Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (bc) Upon While employed by the Company and upon the termination of the Key Executive’s 's employment with the Company pursuant to within the terms of Section 5(a7(a) and for a period of eighteen (18) months thereafter, Key Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Key Executive or for any other entity or person. (cd) Key Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to directly solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. Key Executive agrees that the provisions of this Section 8 contain restrictions that are not greater than necessary to protect the interests of the Company. In the event of the breach or threatened breach by Key Executive of this Section 8, the Company, in addition to all other remedies available to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this Section 8. (de) Company will respond within two weeks 14 days to any written request by Executive to exclude a particular company or business entity from the scope of this Section 68. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Key Executive in a third party will not constitute competition within the scope of this Section 68.

Covenants Not to Compete and Not to Solicit. (ai) Upon the termination of the Executive’s 's employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, consultant, director, officer, stockholder, stockholder or employee of any business entity, or otherwise in any territory in which the Company is actively engaged in business (i) open or operate any business which is in competition with any business of the Company, (ii) act as an employee, agent, advisor or consultant or of any competitor of the Company, (iii) solicit or accept business from any of the Company’s 's competitors, (iv) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (v) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s 's existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (bii) Upon the termination of the Executive’s 's employment with the Company pursuant to Section 5(a5 (a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Executive or for any other entity or person. (ciii) Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. (d) Company will respond within two weeks to any written request by Executive to exclude a particular company or business entity from the scope of this Section 6. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 6.

Covenants Not to Compete and Not to Solicit. (a) Upon Until Executive has received all Severance Payments as provided in Section 7, upon the termination of the Executive’s 's employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafterany reason, Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, consultant, director, officer, stockholder, stockholder or employee of any business entity, or otherwise in any territory in which the Company is actively engaged in business (i1) open or operate any business which is in competition with any business of the Company, (ii2) act as an employee, agent, advisor or consultant or of any competitor of the Company, (iii3) solicit or accept business from any of the Company’s 's competitors, (iv4) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (v5) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s 's existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (b) Upon Until twelve (12) months after termination of Executive's employment, upon the termination of the Executive’s 's employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafterany reason, Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any an employee of the Company to leave his or her their employment either for Executive or for any other entity or person. (c) Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. (d) Company will respond within two weeks to any written request by Executive to exclude a particular company or business entity from the scope of this Section 6. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 6.

Covenants Not to Compete and Not to Solicit. (a) Upon Until the Executive has received all Severance Payments as provided in Section 5, upon the termination of the Executive’s 's employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafterany reason, the Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, consultant, director, officer, stockholder, stockholder or employee of any business entity, or otherwise in any territory in which the Company is actively engaged in business (i1) open or operate any business which is in competition with any business of the Company, (ii2) act as an employee, agent, advisor or consultant or of any competitor of the Company, (iii3) solicit or accept business from any of the Company’s 's competitors, (iv4) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (v5) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. , Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s 's existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (b) Upon the termination of the Executive’s employment with the Company pursuant to Section 5(a) and for a period of Until eighteen (18) months thereafterafter termination of Executive's employment, upon the termination of Executive's employment with the Company for any reason, the Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any an employee of the Company to leave his or her their employment either for Executive or for any other entity or person. (c) The Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. (d) Company will respond within two weeks to any written request by Executive to exclude a particular company or business entity from the scope of this Section 6. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 6.

Covenants Not to Compete and Not to Solicit. (a) During the term hereof, Executive agrees that he shall not, directly or indirectly, engage on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder or other proprietor owning more than a five percent (5%) interest, in any firm, corporation, partnership or other organization which is in the business of manufacturing, selling or distributing products in competition with the products of the Company. In case of any such ownership or participation, Executive shall furnish a detailed statement thereof to the Board of Directors of the Company, and, as from time to time requested by said Board, resubmit for approval a detailed statement thereof, which statement may be approved by said Board as not constituting such a violation or conflict, and in the event said Board determines that such violation or conflict exists, Executive shall immediately divest himself of such ownership or participation (or of representing or promoting others engaged in any such business). It is intended and agreed that during the term of this Agreement, Executive will not knowingly perform any act which may confer any competitive benefit or advantage upon any enterprise competing with the Company or any successor. (b) Upon the termination of the Executive’s employment with the Company pursuant to within the terms of Section 5(a7(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, employee consultant, director, officer, stockholder, stockholder or employee other proprietor owning more than a five percent (5%) interest of any business entity, or otherwise otherwise, in any territory in which the Company is actively engaged in business business: (i) open or operate any business which is in competition with any business of the Company, (ii) act as an employee, agent, advisor or consultant or of any competitor of the Company, (iii) solicit or accept business from any of the Company’s competitors, (iv) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (viv) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (bc) Upon During the term of this Agreement, and upon the termination of the Executive’s employment with the Company pursuant to within the terms of Section 5(a7(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Executive or for any other entity or person. (cd) Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to directly solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. Executive agrees that the provisions of this Section 8 contain restrictions that are not greater than necessary to protect the interests of the Company. In the event of the breach or threatened breach by Executive of this Section 8, the Company, in addition to all other remedies available to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this Section 8. (de) Company will respond within two weeks to any written request by Executive to exclude a particular company or business entity from the scope of this Section 68. Company will not unreasonably deny such a request. The parties agree that a passive financial investment by Executive in a third party will not constitute competition within the scope of this Section 68.