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. (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”).
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 (defined below) 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:
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. 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:
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.
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 "
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 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, serve as a consultant to or otherwise participate in any business that has services or products competitive with those of the Company, or develop products or services competitive with those of the Company (a “Competitive Business”). For purposes of this Agreement, the Company's business shall be defined as the manufacturing, development and commercialization of small molecule, targeted pharmaceutical products and services for use in the treatment of cancer; provided, however that a Competitive Business shall only include products for which the Company has (i) ongoing substantial research, development and commercial activities and (ii) substantial development and commercialization rights.
Covenants Not to Compete or Interfere a) During his employment with each of the Companies, and for a one 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 each of the Companies and/or any of their 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 each of the Companies or their subsidiaries (a "Competing Business"), or (ii) knowingly solicit or accept business for a Competing Business (x) from any customer of each of the Companies, or their subsidiaries, (y) from any former customer of each of the Companies, or their 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 each of the Companies, or their 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 each of the Companies' sales of the Products is 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.
