Exceptions to Non-Compete. The restrictions contained in Section 3(a) of this Agreement will not prevent the Employee from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company, as long as prior to accepting such employment the Company receives a written assurance from the Employee, satisfactory to the Company, to the effect that the Employee will not render any services to, or have any ability to provide strategic direction or oversight to, any division or business unit that competes, directly or indirectly, with the Company. During the restrictive period set forth in Section 3(a), the Employee will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.
Exceptions to Non-Compete. The restrictions contained in Section 6(c) of this Agreement will not prevent the Employee from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company, as long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Employee, satisfactory to the Company, to the effect that the Employee will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company. During the restrictive period set forth in Section 6(c), the Employee will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.
Exceptions to Non-Compete. The restrictions contained in Section 8(a) of this Agreement will not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company, as long as prior to accepting such employment the Company receives a written assurance from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services to, or have any ability to provide strategic direction or oversight to, any division or business unit that competes, directly or indirectly, with the Company. During the restrictive period set forth in Section 8(a), the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.
Exceptions to Non-Compete. Notwithstanding anything to the contrary set forth in Section 14.2 or 14.3:
(a) Nothing in this Agreement shall prohibit, preclude or in any way restrict eBay and its controlled Affiliates, on the one hand, or PayPal and its controlled Affiliate, on the other hand, from: (i) purchasing or acquiring, or being the holder or beneficial owner of, up to the greater of five percent (5%) or $100 million of the outstanding equity securities of any Person; (ii) acquiring and, after such acquisition, owning an interest in any Person (or its successor) that is engaged in a business activity that would otherwise violate Section 14.2 or Section 14.3, as applicable, (a “Competing Business”) if the annual revenue generated by such Competing Business in the last completed fiscal year of such Person did not exceed the greater of (A) ten percent (10%) of such Person’s consolidated annual revenues for such fiscal year and (B) the lesser of fifty percent (50%) of such Person’s consolidated annual revenues for such fiscal year and $500 million.
(b) Nothing in this Agreement shall prohibit, preclude or in any way restrict any director of eBay or PayPal from, whether in such director’s personal capacity or as a manager, partner, director, officer or other control person of an investment fund, investing in, participating in or directing the investment in, serving on the board of directors or similar governing body of, receiving information rights in or participating in other customary activities related to investments in, any Person that is engaged in the Competing Business.
(c) If the restrictions set forth in Section 14.2 are not enforceable for any portion of the Term or with respect to any portion of the eBay Restricted Business in any jurisdiction under the antitrust/competition laws of such jurisdiction, the Parties shall negotiate in good faith and agree upon a suitable and equitable alternative that, to the fullest extent permitted under the antitrust/competition laws of such jurisdiction, effects the original intent of Section 14.2. If the restrictions set forth in Section 14.3 are not enforceable for any portion of the Term or with respect to any portion of the PayPal Restricted Business in any jurisdiction under the antitrust/competition laws of such jurisdiction, the Parties shall negotiate in good faith and agree upon a suitable and equitable alternative that, to the fullest extent permitted under the antitrust/competition laws of such jurisdiction, effects the origi...
Exceptions to Non-Compete. Nothing in Clause 15.1 or Clause 15.2 or any other provision of this Agreement shall:
(a) prohibit any Shareholder or its Subsidiaries or Principal Party or its Subsidiaries (each a "Restricted Person") from investing in any Competing Entity so long as (a) the consolidated revenues of such Competing Entity from any service or activity within the scope of the Business do not exceed 15% of the total consolidated revenues of such Competing Entity shall not use the name "Hutcxxxxx" xxd/or "Whampoa" or "Global Crossing" as part of its name; provided however, in a case where the service or activity within the scope of the Business is conducted by an entity which has no significant operations or operating history and, within two years from the date of such investment, the consolidated revenues of the Competing Entity from such service and/or activity exceeds 20% of the total consolidated revenues of such Competing Entity, such Restricted Person shall provide the Company an option to acquire its investment in such Competing Entity (subject to any necessary third party consents provided that such party shall use commercially reasonable efforts to avoid the requirement for, and obtain, if applicable, the necessary consents) in cash at the fair market value thereof but subject to the proviso contained in this Clause 15.3(a), the said Restricted Person may maintain such investment notwithstanding such revenues 32 30 in the future exceed 15% of the total consolidated revenues of such Competing Entity.
Exceptions to Non-Compete. The restrictions contained in Section 8(b) of this Agreement will not prevent the Executive from (1) accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company, or (2) becoming employed or otherwise associated with or engaged with a private equity firm which is investing generally in the healthcare space, as long as prior to accepting such employment, association or engagement the Company receives a written assurance from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services to, or have·any ability to provide strategic direction or oversight to, any division or business unit that competes, directly or indirectly, with the Company. During the restrictive period set forth in Section 8(b), the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement. Nothing in this Section 8 will prevent Executive from beneficially owning an entirely passive interest of less than 1% of the shares of any public company.
Exceptions to Non-Compete. The Non-Compete described in Section 5.14 shall not in any manner whatsoever restrict the Seller or any of its Affiliates, officers, directors, employees or consultants from engaging in (a) non-CRO business, (ii) any contract research business for any of its NexMed clients, customers and partners or Affiliates relating to its drug development, drug delivery or biopharmaceutical businesses and (3) any business relating to the diagnostic kits business.
Exceptions to Non-Compete undertaking
Exceptions to Non-Compete. The Seller is the sole shareholder of Codent Networks (Shanghai) Co. Ltd. (“科顿网络通讯技术（上海）有限公司”), a wholly foreign owned enterprise incorporated in Shanghai, China with a registered capital of USD$710,000. The company’s main business is to develop and market mobile software solutions and services. It is engaging with Xinhua Mobile TV Co. on mobile streaming video service and with China Telecom on mobile payment and other mobile phone based services to mobile consumers and enterprise customers.
Exceptions to Non-Compete. Notwithstanding anything in Section 6.03(a) to the contrary, the Seller Parties (and their successors and assigns) shall have the right to do any of the following in this clause (d) (and shall have the right to subcontract or arrange for any Third Party to do any of the following in this clause (d)), including for themselves or on behalf of any other Person:
(i) Engage in the design, manufacture (including having manufactured), marketing, sale and distribution of the following product and business lines of the Seller Parties (and their successors and assigns):
(1) highspeed DAC for communications applications;
(2) any semiconductor product with an FR-V core;
(3) FRAM devices with an 8FX or an ARM core;
(4) RF transceiver devices for 3G, LTE or successor communication standard; and
(5) any Application Specific Standard Product (ASSP) device incorporating an FR or ARM core (e.g., graphic design controller (GDC), high speed interface bridge, imaging signal processor, video code, etc.).
(ii) Engage in the marketing, sale and distribution of Competing Products designed by or for Third Parties (e.g., as a distributor or reseller for such Third Parties), but solely to the extent (A) permitted under the Distribution Agreement, or (B) incorporated as components into systems or modules, including modules sold as sub-assemblies for inclusion in system products.
(iii) Engage in the manufacture (including wafer manufacturing, sorting, assembly and testing activities) of (A) ASICs manufactured or sold by the Seller Parties prior to the Closing Date (and any new versions, updates, upgrades, enhancements, subsequent generations or successor products thereof), (B) Competing Products designed by or for Third Parties; provided that, Seller shall pay the applicable royalties set forth in the IP License Agreement.
(iv) Accept and process returns of any AM Products that were ordered or purchased prior to the Closing Date, and engage in the sale, transfer or other disposition of, or support, replacement, maintenance or performance of other services for, such AM Products.
(v) Own, directly or indirectly, securities of any Person if such securities are held by any retirement, pension, medical or other benefit plan, where a fiduciary of the beneficiaries of such plan exercises independent investment oversight of the assets of such plan.
(vi) Own, directly or indirectly, securities of any Person engaged in any Competitive Activities that is not a Subsidiary of the Seller; provided t...
