Exception to Non-Compete Sample Clauses

Exception to Non-Compete. Nothing contained in Section 13.1 shall be ------------------------ construed as prohibiting Seller or any of its Affiliates from; (a) acquiring another company, business or line of products (including by license thereof or through investment therein), of which less than ten percent (10%) of the revenues and/or assets represents Restricted Products and to continue to operate such business following such acquisition; (b) entering into a joint venture, alliance or other similar collaborative arrangement between Seller and any third party ("Joint Venture"), of which less ten percent (10%) of the revenues and/or assets which such third party brings to such collaboration represents Restricted Products and to continue to participate in such collaboration, provided, the primary purpose of any such collaboration shall not be the distribution or sale of any oral contraceptives which are AB-rated equivalents of the Products; or (c) continuing to develop, manufacture and sell in the Territory its other oral contraceptive products which are not being purchased by Buyer hereunder, provided, such other oral contraceptive products may not be AB-rated equivalents of the Products. **
Sample 1
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Exception to Non-Compete. (i) The restrictions contained in Section 7(c) shall not prevent Executive from owning up to one percent (1%) of a publicly held company which competes with Company, as long as Executive does not otherwise violate the terms of this Agreement.
Sample 1
Exception to Non-Compete. Notwithstanding anything in Section 9 to the contrary, Executive shall not be prohibited during the Non-Compete Period from performing services as an attorney.
Sample 1
Exception to Non-Compete. If, during the Non-Compete Period, an Executive is retained under a Consulting Arrangement and, either directly or indirectly, is provided with, creates, develops or arranges an opportunity to participate in an Oil & Gas Business opportunity (the “Opportunity”) within the Restricted Area, such Opportunity shall be first offered by the Executive to MGV, or such other entity as QRI may direct (in either case the “QRI Designate”) for participation with such Executive, or any Competing Entity, as applicable, on an equal basis, or such other basis as may be agreed upon between the QRI Designate and the Executive. If the QRI Designate declines to participate in the Opportunity, the Executive, or any Competing Entity, as applicable, shall, notwithstanding section 4.1, have the right to pursue the Opportunity independently of the QRI Designate, provided the terms of his or its participation are not varied in a material respect from those offered to the QRI Designate. If material changes are made to such terms, the obligation to offer to the QRI Designate the right to participate in the Opportunity shall again apply. If participation in the Opportunity by its terms cannot be offered to the QRI Designate, the Executive shall not be entitled to pursue the Opportunity, either directly or through the Competing Entity, without the prior written consent of the QRI Designate. The Executive may, at any time, offer participation to a QRI Designate in a potential project in an area outside the Restricted Area on such terms as he deems appropriate.
Sample 1
Exception to Non-Compete. Within a reasonable period of time following the consummation of any transaction described in Sections 13.2(a) and/or 13.2(b) in which Seller either acquires exclusive rights to a Restricted Product or Seller obtains through the formation of a Joint Venture rights to a Restricted Product owned by such Joint Venture, then Seller or such Joint Venture shall divest or otherwise dispose of such Restricted Products as provided herein. Seller or such Joint Venture shall not dispose of such product(s) unless it first offers to sell such product(s) to Buyer. Seller or such Joint Venture shall give Buyer written notice of its intention to sell such product(s). If Buyer elects to purchase such product(s), it shall submit to Seller or such Joint Venture , within fifteen (15) days after receipt of such notice, a binding offer in writing. If Buyer elects not to purchase such product(s) or if Seller or such Joint Venture rejects Buyer's offer, then Seller or such Joint Venture shall have the right to dispose of such products on terms no less favorable than those offered by Buyer.
Sample 1

Related to Exception to Non-Compete

  • Non-Competition a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:

  • Confidentiality Non Competition Non Solicitation A. The Executive acknowledges that:

  • Confidentiality, Non-Solicitation and Non-Compete The Participant agrees to, understands and acknowledges the following:

  • Confidentiality; Non-Competition (a) Executive agrees that he will not, at any time during or after the Term, other than in the ordinary course of performing his duties for the Company, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a “trade or business secret, process, method or means, or any other confidential information” shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive’s obligation under this Section 4.3(a) shall not apply to any information which (i) is known publicly (including information known publicly within the relevant trade or industry); (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive; or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as a director or an employee of the Company in the performance of his duties for the Company and its affiliates or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him; provided, however, that nothing herein shall prevent Executive from retaining (i) his papers and other materials of a personal nature, including, without limitation, photographs, correspondence, personal diaries, calendars, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of his business expenses, (iii) information that is necessary for tax purposes, and (iv) copies of plans, programs, policies and agreements relating to his employment, or termination thereof, with the Company and its affiliates. Anything herein or elsewhere to the contrary notwithstanding, the provision of this Section 4.3(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction to order Executive to disclose or make accessible any information or (ii) with respect to any other litigation, arbitration or mediation involving this Agreement or any other agreement between the parties, including, without limitation, the enforcement of such agreements.

  • Non-Competition; Non-Solicitation; Non-Disparagement Arrow and its Affiliates are engaged in the businesses of banking, lending, trust operations and providing financial, property, casualty and health insurance and investment adviser services and products (collectively, the “Business”). As a senior executive, Executive provides services that are unique, special and/or extraordinary to the Business in which Arrow and its Affiliates engage, and have access to and will learn of trade secrets of Arrow and its Affiliates and confidential information pertaining to their customers. The provisions of Paragraphs 9 and 10 are agreed by the parties to be reasonable and necessary to protect the goodwill of Arrow’s and its Affiliates’ Business, the good will of special/long-term customer relationships, Arrow’s and its Affiliates’ confidential information and trade secrets (including but not limited to information concerning their customers, marketing studies, marketing strategies, acquisition plans, costs, personnel and financial performance) and confidential customer information and to protect against unfair competition by an employee whose services are special, unique and/or extraordinary to the Business of Arrow and its Affiliates and their long-term success. Accordingly, the Executive agrees as follows:

  • NON-COMPETITION CLAUSE In addition to his obligations as an executive and whether or not he remains an executive of the Company, the Executive agrees that during the period commencing with the Effective Date and ending upon the second anniversary of the termination date of his Employment following termination of his Employment under any of Section 8(b), (c), (e) or (f), he will not, without the prior written consent of the Company, engage, directly or indirectly, in any business that sells any industrial valves or performs any industrial-valve services in competition with the Company or any subsidiary of the Company in any area within any "Territory" surrounding any service facility of the Company or any subsidiary of the Company (determined as of that termination date). For purposes of this Section 11, the "Territory" surrounding any service facility will be: (i) the city, town or village in which that service facility is located; (ii) the county or parish in which that service facility is located; (iii) the counties or parishes contiguous to the county or parish in which that service facility is located; (iv) the area located within 50 miles of that service facility; (v) the area located within 100 miles of that service area; and (vi) the area in which that service facility regularly provides services at the locations of its customers.

  • Non-Compete During the term of this Agreement and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “Company’s Business”) for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company’s Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than one percent (1%) of the outstanding securities of any person or entity which is listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates.

  • Confidentiality, Non-Competition and Non-Solicitation Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.

  • Covenant Not to Compete; Non-Solicitation Executive acknowledges and recognizes the highly competitive nature of the Company’s Business and the goodwill and business strategy of the Company constitute a substantial asset of the Company. Executive further acknowledges and recognizes that during the course of the Executive’s employment Executive will receive specific knowledge of the Company’s Business, access to trade secrets and Confidential Information (as hereinafter defined), participate in business acquisitions and decisions, and that it would be impossible for Executive to work for a competitor without using and divulging this valuable Confidential Information. Executive further acknowledges that this covenant not to compete is an independent covenant within this Agreement. This covenant shall survive this Agreement and shall be treated as an independent covenant for the purposes of enforcement. Executive agrees to the following:

  • Confidentiality, Non-Solicitation and Non-Competition The Executive agrees that:

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