Covenants Not to Compete or Interfere. (a) During the term of Employee’s employment with the Company and for a period of 12 months thereafter, and regardless of the reason for Employee’s termination, Employee shall not, within the United States or within a 50 mile radius of any area where the Company is doing business (including any point of sale of the Company’s products or services) at the time of such termination, directly or indirectly own, manage, operate, control, be employed by or otherwise participate in any commercial pharmaceutical or biotech business that has an active research or development program directed to small molecule, targeted products and services for use in the treatment of cystic fibrosis that are competitive with those of the Company, or is commercializing such services or products (a “Competing Business”).
(b) During the term of Employee’s employment with the Company and for a period of 12 months thereafter, and regardless of the reason for Employee’s termination, Employee shall not (i) cause or attempt to cause any employee of the Company to leave the employ of the Company, (ii) actively recruit any employee of the Company to work for any organization of, or in which Employee is an officer, director, employee, consultant, independent contractor or owner of an equity interest; or (iii) on behalf of a Competing Business, solicit, divert or take away, or attempt to take away, the business or patronage of any client, customer or account, or prospective client, customer or account, of the Company which were contacted, solicited or served by Employee while employed by the Company.
(c) Employee acknowledges that through his employment with the Company he will acquire access to information suited to immediate application by a business in competition with the Company. Accordingly, Employee considers the foregoing restrictions on his future employment or business activities in all respects reasonable. Employee specifically acknowledges that the Company and its licensees, as well as the Company’s competitors, provide their services throughout the geographic area specified in Section 1(a) above. Employee therefore specifically consents to the foregoing geographic restriction on competition and believes that such a restriction is reasonable, given the scope of the Company’s business and the nature of Employee’s position with the Company.
(d) Employee acknowledges the following provisions of Colorado law, set forth in Colorado Revised Statutes § 8-2-113(2): Any covenant not to comp...
Covenants Not to Compete or Interfere. 6.1 From and after the date of the Tender Closing, for a period of thirty-six (36) months, the Executive will not (i) directly or indirectly, own an interest in (except for ownership of less than 5% of the outstanding equity interest of any entity), operate, join, control, or participate in, or be connected as an officer employee, agent, director (other than as a director of a publicly held corporation of which the Executive is a director as of the date hereof), independent contractor, partner, shareholder or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business competitive with that of the Company or its subsidiaries as conducted on the date of this Agreement, in any states within the continental United States where the Company or its subsidiaries are engaged in business, the United Kingdom, Denmark, Canada, Panama and Bermuda (a "Competing Business") or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of the Company or its subsidiaries, or (y) from any prospect of the Company with whom the Executive met to solicit or with whom the Executive discussed a business transaction during the twelve months preceding the termination of the Executive's employment with the Company.
6.2 For a period ending thirty-six (36) months from and after the Tender Closing, the Executive will not directly or indirectly, as a sole proprietor, member of a partnership or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, after reasonable investigation, knowingly solicit any employee of the Company or its affiliates to terminate his employment with the Company.
6.3 It is the desire and intent of the parties that the provision of this Section 6 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 6 shall be adjudicated to be invalid or unenforceable, this Section 6 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 6 in the particular jurisdiction in which such adjudication is made. The provisions of this Section 6 will survive the expiration or earlier termination of the term of this Agreement.
Covenants Not to Compete or Interfere. In consideration of the benefits and entitlements provided by this Agreement, the Executive agrees that, during his employment hereunder and for the duration of the Severance Period (the period between the date of “Notice of Termination” and “Date of Termination”) he will not, other than on behalf of the Company, directly or indirectly, as a sole proprietor, agent, broker or intermediary, member of a partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation:
(a) Solicit, encourage, induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive’s termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination;
(b) Solicit or hire any employee of the Company or its affiliates to terminate such employee’s employment with the Company; provided
(c) Nothing contained in this Section 12 shall prohibit the Executive from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Sections 11 and 12 will result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law and that the Company shall be entitled to equitable relief, including specific performance and injunctive relief as remedies for any breach or threatened or attempted breach. The Executive hereby consents to the grant of an injunction (temporary or otherwise) against the Executive or the entry of any other court order against the Executive prohibiting and enjoining him from violating, or directing him to comply with any provision of Sections 11 and 12. The Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company against him for such breaches or threatened or attempted breaches. The Executive acknowledges that he has received good and valuable consideration for the obligations contained in Sections 11 and 12. Violation by the Executive of any of the restrictions contained in Sections 11 an...
Covenants Not to Compete or Interfere. This Agreement incorporates all the terms of that certain Noncompete Agreement between Employee and the Company, as if fully set forth herein. The parties hereby acknowledge that any severance payments made under Section 5 of this Agreement shall be consideration for Employee’s covenant not to compete with the Company.
Covenants Not to Compete or Interfere. For a period ending six (6) months from and after the termination of the Employee's employment hereunder, the Employee shall not (whether as an officer, director, owner, employee, partner or other direct or indirect participant) engage in any Competitive Business. "Competitive Business" shall mean the manufacturing, supplying, producing, selling, distributing or providing for sale of (A) any product, device or instrument manufactured from or using polyvinal acetal (PVAc) material or technology or (B) any eye, ear, nose or throat product, device or instrument (x) of a type manufactured or sold by the Company or its subsidiaries or (y) in clinical development sponsored by the Company or its subsidiaries, in each case, as of the date of termination of the Employee's employment. For such period, the Employee shall also not interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company or its subsidiaries and any customer, supplier, lessor, lessee or employee of the Company or its subsidiaries. It is the intent of the parties that the agreement set forth in this paragraph 11 apply in all parts of the world. Employee agrees that a monetary remedy for a breach of the agreement set forth in this paragraph 11 will be inadequate and impracticable and further agrees that such a breach would cause the Company irreparable harm, and that the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. In the event of such a breach, Employee agrees that the Company shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions as a court of competent jurisdiction shall determine. It is the desire and intent of the parties that the provisions of this paragraph 11 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph 11 shall be adjudicated to be invalid or unenforceable, this paragraph 11 shall be deemed curtailed, whether as to time or location, to the minimum extent required for its validity under the applicable law and shall be binding and enforceable with respect to the Employee as so curtailed, such curtailment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. If a c...
Covenants Not to Compete or Interfere. (a) Subject to Section 11(b) below, during the term of this Agreement and the period ending twenty-four (24) months from and after the termination of the Executive's employment hereunder, the Executive shall not engage in any business (whether as an officer, director, owner, employee, partner, consultant, advisor or other direct or indirect participant) engaged in the development of non-viral gene therapy and/or gene targeting and/or gene activation methods and/or the sale of products or rendering of services related to non-viral gene therapy and/or gene targeting and/or gene activation and/or to any other activities which directly compete with the Company's business activities. This Agreement shall not be construed to restrict the Executive's right to be employed as a faculty member of any university or employee of any nonprofit agency or foundation after any termination of this Agreement where this covenant not to compete shall continue to be in effect. During the period in which this covenant not to compete is in effect the Executive also shall not interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any customer, supplier, lessor, lessee, employee, consultant, research partner or investor of the Company.
(b) If this Agreement is terminated by the Company pursuant to Section 7(a)(iii) above, the provisions of the first sentence of Section 11(a) shall apply until twelve (12) months from and after such termination.
(c) It is the desire and intent of the parties that the provisions of this Section 11 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular Subsection or portion of this Section 11 shall be adjudicated to be invalid or unenforceable, this Section 11 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section in the particular jurisdiction in which such adjudication is made.
(d) In the event of any breach of the provisions of this Section 11 by the Executive, any and all rights of the Executive to receive severance payments under Section 7(b) above shall automatically terminate.
Covenants Not to Compete or Interfere. (a) During his employment by the Company and any period beginning immediately after such employment ceases with respect to which the Company provides to the Employee the post-employment pay and benefits provided for in paragraph 7(b), the Employee shall not, directly or indirectly (whether as an officer, director, owner, employee, partner or other participant), engage in any Competitive Business (as defined herein) in the United States of America and any other country where the Company or any of its subsidiaries conducts business operations over which the Employee has management responsibility. For the purposes of this Agreement, the term "Competitive Business" means the manufacturing, supplying, producing, selling, distributing, marketing, or providing for sale of any orthopaedic product, device or instrument manufactured or sold by the Company or any of its subsidiaries or in clinical development sponsored by the Company or any of its subsidiaries, in each case as of the date on which the Employee's employment by the Company ceases.
Covenants Not to Compete or Interfere. During the Term of this Agreement, Consultant shall not, without approval of the Company, participate in any enterprise (whether as an officer, director, owner, employee, partner, consultant, advisor or other direct or indirect participant) whose business is related to Company's business. During the Term of this Agreement and for a period of 12 months thereafter, Consultant shall not interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any of the Company's customers, suppliers, lessors, lessees, employees, consultants, partners or investors.
Covenants Not to Compete or Interfere. (a) During his employment with the Company, and for the greater of the balance of the remaining term of his contract, or a one (1) year period following the termination of Executive’s employment, the Executive will not (i) directly or indirectly, own an interest in, operate, join, control, or participate in, or be connected as an officer, employee, agent, independent contractor, consultant, partner, shareholder, or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business which sells, manufactures or produces the products sold, manufactured or produced by WHX and/or any of its subsidiaries (the “Products”) at the time of the termination of the Executive’s employment under this Agreement or which otherwise competes, directly or indirectly, with WHX or its subsidiaries (a “Competing Business”), or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of WHX, or its subsidiaries, (y) from any former customer of WHX, or its subsidiaries, who purchased any Products during the twelve months preceding the termination of the Executive’s employment under this Agreement, or (z) from any prospect of WHX or its subsidiaries, with whom the Executive met to solicit or with whom the Executive discussed the sale of any Products during the twelve months preceding the termination of the Executive’s employment under this Agreement. Executive acknowledges that WHX’s and/or its subsidiaries’ sales of the Products are national in scope. Notwithstanding the foregoing, the Executive may own up to 1% of the outstanding common stock of any class of common equity of a publicly traded entity provided the Executive’s role with the entity is passive in nature.
(b) During his employment with the Company, and for a two year period following the termination of Executive’s employment, the Executive will not directly or indirectly, as a sole proprietor, member of a partnership or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, induce or solicit, or attempt to induce or solicit, any employee of WHX or its subsidiaries or affiliates to terminate his employment with WHX, or any of its subsidiaries, or in any way interfere with the relationship between WHX, or its subsidiaries or affiliates, and the employee will not solicit, hire, retain or enter into any business arrangements with, or enter into ...
Covenants Not to Compete or Interfere. (a) In view of the unique and valuable services that Employee has been engaged to provide to the Company and Employee's current and future knowledge of the Company's Proprietary Information, during the period beginning on the date of the closing of the Acquisition and ending on the earlier of (i) the two-year anniversary of the date on which Employee ceases to be employed by the Company and (ii) the two-year anniversary of the payment by PMCI of the Final Purchase Price Adjustment pursuant to Section 2.3(d) of the Stock Purchase Agreement (such period, the "Non- Compete Period"), Employee will not Participate In any Competitive Advisory Business or any other business in which the Company is engaged, or has taken material steps to be engaged, at the time of such termination or expiration. Notwithstanding the foregoing, Employee will not be deemed to Participate In a business merely because he owns 5% or less of the outstanding stock of a corporation (measured in voting power or equity) if, at the time of his acquisition thereof, such stock is listed on a national securities exchange, is reported on Nasdaq, or is regularly traded in the over-the-counter market by a member of a national securities exchange.
(b) During the Non-Compete Period, Employee will not (i) directly or indirectly cause, or attempt to cause, to leave the employ of the Company any employee of the Company that is an employee of the Company at any time during the period beginning six months before the date of this Agreement and ending at the end of the Non-Compete Period; (ii) directly or indirectly solicit any customer of the Company as to which Employee obtained knowledge during his affiliation with the Company as a member of the leadership team of the Company or with any affiliate of the Company; (iii) knowingly or recklessly interfere or attempt to interfere with any transaction in which the Company was involved during the term of this Agreement; or (iv) in any other way knowingly or recklessly interfere with the relationship between the Company and any of its employees, customers or suppliers.
(c) If any provision of this Section 8 is held to be invalid, illegal or unenforceable in any jurisdiction by any court of competent jurisdiction, then (i) such invalidity, illegality or unenforceability will not affect such provision with respect to any other jurisdiction, (ii) such invalidity, illegality or unenforceability will not affect any other provision of this Agreement with respect to s...
