Exclusivity and Non-Competition. (a) During the Term of this Agreement and for a period of five years after termination of this Agreement, the Distributor shall not directly or indirectly, manufacture, sell, distribute or otherwise deal in or be associated with promotion in the Territory of cigarette paper or cigarette paper booklets ("Competitive Products") (including, but not limited to, owning an interest in any company, partnership or other entity which directly or indirectly manufactures, sells or distributes Competitive Products) except for (i) the distribution and sale of such products produced by Bollore or by an Alternate Supplier or by the Distributor as permitted by Sections 3(g), 10(a) and 10(b); (ii) ownership of no more than 2% of the issued and outstanding stock of a company whose securities are publicly traded on a national securities exchange or an over-the-counter or similar public market; and (iii) the distribution and sale of products manufactured by USTC with Bollore's consent pursuant to the Consent Agreement. In addition, during the term of this Agreement and for a period of five years after termination of this Agreement, the Distributor shall cause its subsidiaries and affiliates (which for purposes of this Agreement shall be deemed to include any Parent of the Distributor and the Original Stockholders and Permitted Transferees (as such terms are defined in section 11)) (collectively, the "Non-Compete Party") to comply with the provisions of this Section.
(b) During the term of this Agreement, the Distributor shall not permit any individual to serve as a director of the Distributor or its subsidiaries and affiliates if such individual is an officer, director or employee of a corporation, partnership or other entity which directly or indirectly manufactures, sells, distributes or promotes Competitive Products.
(c) The Distributor acknowledges that there may be no adequate remedy at law, and that money damages may not be an adequate remedy for a breach of this Section. Therefore, the Distributor agrees that Bollore shall have the right, in addition to its rights under Section 6(b)(iv) and any other rights it may have, to injunctive relief and specific performance in the event of the Distributor's breach of this Section 5. This remedy shall be cumulative and shall in no way limit any other remedy Bollore may have at law, in equity or under this Agreement.
Exclusivity and Non-Competition. 8.1 The Service Provider explicitly agrees and undertakes that it shall not, except with the prior written consent of the Company, whether directly or indirectly, whether remunerated or not, for a period of 2 (two) years following the termination of the present agreement by the Company or by itself and for whatsoever reason:
(i) engage itself or through a third party, be employed by, consult for, have an interest in or in any way assist any person or company directly or indirectly engaged in the business of the Company or any related activities;
(ii) solicit or endeavour to entice away from or discourage from being employed by the Company any Manager or client of the Company, its subsidiaries or branch offices, whether or not such person would commit a breach of contract by reason of leaving employment.
(iii) canvass or solicit the custom of or deal with or provide services to any person, firm or company who at any time was client of or dealt with the course of providing the services, to the extent it relates to competing products. The aforementioned obligations apply in all the countries in which the Laminate and wood segment is active.
8.2 The Service Provider agrees that it will exclusively act in the interest of the Company and its shareholders.
Exclusivity and Non-Competition. 3.1 ESI will not, and will not permit any entity that it Controls to, (i) directly or indirectly own any interest in or operate an Internet Pharmacy or (ii) promote any Person that is a PlanetRx Competitor to ESI Members or ESI Plan Sponsors during the Term of this Agreement; provided, however, that the -------- ------- foregoing shall not preclude ESI from (1) holding an ownership interest in PlanetRx, (2) conducting activities relating to the PlanetRx Site and the YPC Site as set forth in Section 6.1 of this Agreement, (3) listing Internet Pharmacies in ESI's or an ESI Plan Sponsor's provider directory, or (4) honoring contractual obligations of a business or entity acquired by ESI under agreements existing at the time of such acquisition until such agreements can be lawfully terminated without financial or other penalty.
3.2 PlanetRx will not, and will not permit any entity that it Controls to (i) directly or indirectly, engage in business as a PBM, (ii) take any actions to attempt to convert ESI Members ordering a greater than 30 days' supply of a Pharmaceutical Product to a 30 or fewer days' supply, or (iii) contact any ESI Plan Sponsors without ESI's prior written consent; provided, however, that -------- ------- general solicitations or promotions targeted at the general population or PlanetRx's general member base shall not be deemed to violate this provision.
3.3 ESI will not promote any PlanetRx Competitor during the Term of this Agreement. Without limitation, the foregoing shall not be construed to preclude (i) the listing of such PlanetRx Competitor in ESI's or an ESI Plan Sponsor's provider directory or general benefit plan information or (ii) permitting an ESI member to Link from the "Pharmacy Locator" section of the site currently located at xxx.xxxxxxx-xxxxxxx.xxx or any successor site to the website of a pharmacy or pharmacy chain that maintains physical retail locations if (a) either one of the two largest PBM's or (b) any two of the top four largest PBM's (excluding ESI) offers such a Linking capability. Subject to the foregoing, ESI shall not provide a Link to any PlanetRx Competitor on the ESI Site.
3.4 Commencing on the Effective Time and throughout the Term of this Agreement, PlanetRx shall supply up to 15 employees, on a full-time basis, for the purpose of converting ESI Members to use the PlanetRx Site. The YPC employees hired by PlanetRx in the Equity Transaction will initially focus on converting ESI members to use the PlanetRx S...
Exclusivity and Non-Competition. (a) During the Term of this Agreement and for a period of five years after termination of this Agreement: (i) Neither the Distributor nor any Sole Parent (as defined below) shall, directly or indirectly, engage in Purchasing Competitive Activities (as defined below), including, but not limited to, owning any debt or Equity Interest (as defined below) in any Purchasing Competitor (as defined below) except for (a) the distribution and sale of products produced by Bollore, an Alternate Supplier or by or for the benefit of the Distributor as expressly permitted by this Agreement and (b) ownership of no more than 2% of the issued and outstanding capital stock of any class or debt security of a company whose securities are publicly traded on a national securities exchange or a recognized over-the-counter or similar public market.
Exclusivity and Non-Competition. 10.1. The Employee undertakes not to act, work, participate and/or consult, directly or indirectly, alone or via others, as a salaried employee, a self-employed person or as a freelancer, or in any other way, in any business, job, work or other engagement whatsoever that is in competition with and/or that might be in competition with the Company’s business, both throughout the term of his employment as defined above and for a period of 12 more months after the termination date of his employment, for any reason whatsoever.
Exclusivity and Non-Competition. From the effective date until twelve (12) months after the termination of this agreement, ESSDS will not accept or participate in Services related to products related to oxybate and oxybate salts and their derivatives with any other party without the prior written consent of Jazz Pharmaceuticals. From the effective date until the termination or expiration of the Agreement, ESSDS will not accept or participate in Services related to products indicated for the treatment of cataplexy in narcolepsy or excessive daytime sleepiness in narcolepsy.
Exclusivity and Non-Competition. (a) The Consultant will consult exclusively for the Company (except with respect to specific matters with the Company's prior consent), and will not accept employment from or consult for any other commercial entities, in the area of targeted controlled delivery of chemotherapeutics, biologicals and/or other agents for the treatment of cancer (the "Field"). For the avoidance of doubt: (i) the parties acknowledge that the Consultant has been and is performing investigations and consulting in the area of antiangiogenesis for the treatment of cancer, and agree that such investigations and consulting can continue except that the targeted controlled delivery of such agents for the treatment of cancer shall be included within the Field as used in this Agreement; (ii) "targeted" means directing delivery of the product (whether the active drug, the product or any other component of the product) by design to the site of the cancer (whether locally placed at the site, introduced systemically or otherwise); "controlled" means release of the active drug by design in a polymer vehicle, which vehicle releases the drug over some non-trivial period of time at the site of the cancer; for a product to be considered in the Field, it must be both targeted and controlled, and not just one or the other; (iii) this Section 4(a) will not preclude the Consultant from engaging in academic research, so long as the Consultant is not consulting (whether as a consultant or an employee) in the Field for a commercial entity; and (iv) the Field is intended to encompass therapeutics, not diagnostics or imaging agents.
Exclusivity and Non-Competition. Except for Services performed by ESSDS in connection with an Authorized Generic Product as set forth in a Work Order, from the Effective Date until twelve (12) months after the termination or expiration of this Agreement, ESSDS will not accept or participate in Services related to products related to products related to oxybate and oxybate salts and their derivatives with any other Party without the prior written consent of Jazz Pharmaceuticals. Except for Services performed by ESSDS in connection with an Authorized Generic Product as set forth in a Work Order, from the Effective Date until the termination or expiration of this Agreement, ESSDS will not accept or participate in Services related to products indicated for the treatment of cataplexy or excessive daytime sleepiness in narcolepsy or idiopathic hypersomnia.
Exclusivity and Non-Competition. For the purposes of this Clause, "
Exclusivity and Non-Competition. (i) Except for Permitted Activities, each of the Parties undertakes for so long as each of them hold, directly or indirectly, participations in FMCS, and for one (1) year after the date in which each of them ceases to hold such participations, not to, directly or indirectly, enter into or hold conversations, negotiations or agreements for acquiring any equity shareholding in persons or bodies that render or might be interested in rendering Wireless Local-Loop services in Spain, or which might frustrate the purpose of this present Agreement or the obtention by FMCS of either or both of the Licences, unless it is with the express prior agreement of the remaining Parties or allowed pursuant to Clause 16.1 (iii) e).
(ii) In particular, during the life of this Agreement, the Parties are obliged not to participate, whether directly or indirectly, in any consortium or any other form of business collaboration that might be interested in presenting a competing tender to any of the Wireless Local-Loop Tenders.
