Duration and Extent of Restriction. 16 6.3 Restrictions with Respect to Customers..................... 16
Duration and Extent of Restriction. Such Shareholder shall not, for a period ending five years after the Closing Date, within the United States or foreign countries, engage in a business (a) the same as, substantially similar to, or in general competition with the business being currently conducted by Company, at or within 12 months prior to the Closing Date or (b) pursue a "roll-up" or "consolidation" business strategy involving salon products. The term "engage in" shall include, but shall not be limited to, activities, whether direct or indirect, as proprietor, partner, shareholder, principal, agent, employee, consultant or lender; provided, however, that the ownership of not more than 5% in the aggregate by such Shareholder of the stock of a publicly held corporation shall not be included in such term.
Duration and Extent of Restriction. 14.1.1 Principal acknowledges and agrees that it would substantially diminish the value to Buyer and Merger Sub of the transactions contemplated herein and the assets and the goodwill of Company were Principal to compete against Buyer subsequent to the consummation of this transaction. Principal agrees that for a period of three (3) years following the Closing hereunder, Principal will not directly or indirectly engage in, or directly or indirectly be financially interested in, any business which is engaged in the Business in the southeastern United States. Nothing in the foregoing sentence shall be deemed, however, to prevent any Seller from owning securities of Buyer, or of any other publicly owned company engaged in any such Business, provided that the total amount of securities of each class owned by Principal either of record or beneficially in such other publicly owned company does not exceed one percent (1%) of the outstanding securities of such class.
14.1.2 In addition, for a period of three (3) years following the Closing hereunder, the Sellers will not, directly or indirectly, induce or attempt to influence any employee, customer, independent contractor or supplier of Company or the Surviving Corporation to terminate his or her employment or any other relationship with Company or the Surviving Corporation.
14.1.3 The Sellers shall not at any time following the Closing use for the Sellers’ own benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, any confidential information of Company. As used in the preceding sentence, “Confidential Information” means any information regarding Company’s business methods, business policies, procedures, techniques, research or development projects or results; historical or projected financial information, budgets, trade secrets or other knowledge or processes of or developed by Company; any names and addresses of customers or clients or any data on or relating to past, present or prospective Company customers or clients; or any other confidential information relating to or dealing with the business, operations or activities of Company, excepting in each case information otherwise lawfully known generally by, or readily accessible to, the trade or the general public.
Duration and Extent of Restriction. For a period of two (2) years following the Closing hereunder, Shareholder will not (individually, collectively, or in any combination, as principal, partner, member, investor, director, officer, agent, employee, consultant or otherwise) directly or indirectly (except as employees of Buyer or a subsidiary of Buyer) engage in, or directly or indirectly be financially interested in, any business which is engaged in pedi cab leasing at any place in the City and county of San Francisco. Nothing in the foregoing sentence shall be deemed, however, to prevent any Shareholder from owning securities of Buyer, or of any other publicly owned corporation engaged in any such business, provided that the total amount of securities of each class owned by such Shareholder either of record or beneficially in such other publicly owned corporation does not exceed one percent (1%) of the outstanding securities of such class. In addition, for a period of two (2) years following the Closing hereunder, Shareholder will not, directly or indirectly, induce or attempt to influence any employee, customer, independent contractor or supplier of Company to terminate his or her employment or any other relationship with Company. Shareholder shall not at any time use for Shareholder's personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person or entity, any confidential information of Company. "Confidential information," as used in the preceding sentence, means any information regarding Company's business methods, business policies, procedures, techniques, research or development projects or results; historical or projected financial information, budgets, trade secrets or other knowledge or processes of or developed by Company; any names and addresses of customers or clients or any data on or relating to past, present or prospective Company customers or clients; or any other confidential information relating to or dealing with the business, operations or activities of Company, excepting in each case information otherwise lawfully known generally by, or readily accessible to, the trade or the general public.
Duration and Extent of Restriction. 14.1.1 For a period of three (3) years following the Closing hereunder, the Seller will not, directly or indirectly, induce or attempt to influence any employee, customer, independent contractor or supplier of Company to terminate his or her employment or any other relationship with Company.
14.1.2 The Seller shall not at any time following the Closing use for Seller’s personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person or Entity, any confidential information of Company. In the event of Termination of this Agreement, Buyer shall not at any time following the Termination use for Buyer’s benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person or Entity, any confidential information of Company. As used in the preceding sentences, “confidential information” means any information regarding Company’s business methods, business policies, procedures, techniques, research or development projects or results; historical or projected financial information, budgets, trade secrets or other knowledge or processes of or developed by Company; any names and addresses of customers or clients or any data on or relating to past, present or prospective Company customers or clients; or any other confidential information relating to or dealing with the business, operations or activities of Company, excepting in each case information otherwise lawfully known generally by, or readily accessible to, the trade or the general public.
Duration and Extent of Restriction. Each Selling P.C. and/or Physician shall not, directly or indirectly, for a period of five (5) years following the Closing (the "Time Restriction"):
(i) induce any existing or former patient of Physician or any Selling P.C. or any affiliate of USP to terminate his or her relationship with such affiliate; provided, however, that Physician shall not be prohibited from treating an individual who has independently determined to terminate his relationship with such affiliate except in the circumstances otherwise prohibited under this Paragraph 20;
(ii) induce or attempt to influence any employee, independent contractor and/or consultant of USP or any affiliate of USP to terminate his or her relationship with USP or such affiliate;
(iii) induce or attempt to influence any hospital, healthcare facility, professional or other person or entity that has a referring relationship with Physician or any Selling P.C. or any affiliate of USP, or any HMO or other health care insurer that has an arrangement for the provision of health care services with USP or any affiliate of USP to terminate or not to renew such relationship with USP or such affiliate; or
(iv) render professional services at, on behalf of, or have any interest in, directly or indirectly (as principal, partner, stockholder, proprietor, agent, broker, employee, consultant, lender or otherwise), any business or facility where neurology, magnetic resonance imaging and/or pain management services are rendered (including a private physician's office) or which engages in the management of physician offices that provide neurology, magnetic resonance imaging and/or pain management services within the Restricted Area. The Restricted Area shall mean the area within a twelve (12) mile radius of 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxxxxx, Xxx Xxxxxx, 0000 Xxxxxxxxxx-Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx and any additional site at which Physician, at any time during Physician's employment by any affiliate of USP, rendered substantial medical services. Nothing in the foregoing subparagraph 20(a)(iv) shall be deemed, however, to prevent any Physician from being an employee of any affiliate of USP or owning securities of USP.
Duration and Extent of Restriction. Neither Seller nor Designated Members shall, for a period ending two years after the Closing Date, within the United States or foreign countries, engage in a business the same as, similar to, or in general competition with the business being conducted by Seller and its subsidiaries at or within 12 months prior to the Closing Date. Seller's "business" shall be defined as providing computer network and security services. The term "engage in" shall include, but shall not be limited to, activities, whether direct or indirect, as proprietor, partner, shareholder, principal, agent, employee, consultant or lender; provided, however, that the ownership of not more than 5% in the aggregate by Seller and Designated Members of the stock of a publicly held corporation shall not be included in such term.
Duration and Extent of Restriction. For the period ending on the date that is six years from the date of this Agreement (the “Non-Competition Period”), Dick shall not engage or become financially interested in any Competitive Business within the Restricted Territory. As used herein, the term “Competitive Business” shall mean any individual, including on Dick’s own behalf, partnership, corporation, limited liability company, business, association, or other entity that sells or provides or attempts to sell or provide products or services that are the same, substantially similar to, or in competition with the products or services sold or provided by, contemplated by, or identified as a potential area of business by Quest as of the date of this Agreement. For further clarification, Competitive Business shall include, but not necessarily be limited to, the following entities known to Quest to be a Competitive Business: Safety-Kleen/Clean Harbors, Waste Management, Republic Services, Rubicon, River Road, Rock Tenn, Liberty Tire Recycling, Xxxxx Tire Recycling, Darling International, Xxxxxxx, Five Winds, Earth Shift and Pure Strategies. The term “Restricted Territory” shall mean any state or territory of the United States in which Quest’s Customers (defined below) are located, have operations in, or in which Quest has provided services or consummated sales to such Customers at any time during the Non-Competition Period. The term “engage in” shall include, but shall not be limited to, activities, whether direct or indirect, as proprietor, partner, stockholder, director, officer, principal, member, agent, employee, consultant, or lender; provided, however, that the ownership of not more than three percent in the aggregate by Dick of the stock of a publicly held corporation shall not be included in such term.
Duration and Extent of Restriction. The Fosses shall not, for a period ending five (5) years from and after the Closing Date, within Grand Junction, Colorado, engage in a business or enterprise which includes the sale, marketing, installation, service, or consultation regarding waste recycling, the same as or similar to, or in general competition with, the Business. The term "engage in" shall include, but shall not be limited to, activities, whether direct or indirect, as owner, proprietor, partner, joint venturer, franchisor, stockholder, consultant or lender.
Duration and Extent of Restriction. Seller or Directors shall not, for a period of six months from Closing, engage in a business the same as, similar to or in general competition with the business being conducted by AAT at or prior to the Closing Date (“Non Compete Agreement”), included as Exhibit 2 herein. The term "engage in" shall include, but shall not be limited to, activities, whether direct or indirect, as proprietor, partner, stockholder, principal, agent, employee, consultant or lender; provided, however, that the ownership of not more than three percent in the aggregate by Seller of the stock of a publicly held corporation shall not be included in said term. At the Closing, as defined in Section 10, Dutchess shall forgive Ten Million Forty Thousand Seven Hundred Ninety-Eight Dollars ($10,042,798) the toward the Current Debt due from the Seller to Dutchess as consideration for the Non Compete Agreement. The parties agree that this amount shall not be included in the Purchase Price of AAT, nor shall it be considered consideration for entering into this Agreement.
