Exclusivity and Non-Solicitation Sample Clauses

Exclusivity and Non-Solicitation. (a) Wilex (and its Affiliates) shall not grant any additional licenses under Wilex Intellectual Property in the Territory for development or Commercialization of Licensed Products for use within the Field other than in support of the activities contemplated by the Agreement and with the consent of Telix.
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Exclusivity and Non-Solicitation. 5.1 RACMS acknowledges that any person insured under a motor policy sold by the Agent who is also the legal holder of a Policy under the terms of this TOBA (“Policyholders”) are and remain the clients of the Agent who has the ultimate right to handle and deal generally with all such Policyholders. RACMS shall not, during the continuance of business conducted under this TOBA and for the period of two (2) years after its termination, (however caused) knowingly solicit the custom of any Policyholder.
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Exclusivity and Non-Solicitation. 21.1 As from the date hereof until the termination of this Agreement pursuant to Clause 25 (the “Exclusivity Period”) each Party undertakes that it will not and shall procure that its Affiliates shall not, directly or indirectly through managing or supervisory directors, advisers, employees, officers, agents, representatives or otherwise, make any initial or further approach to, entertain any approach from, or enter into or continue negotiations with, support or entertain any offer by any Person with the view to a transaction taking place that would preclude or materially restrict or delay the Exchange Offer and/or the Combination or make the Exchange Offer or the Combination less attractive to the other Party (or its shareholders) (such transaction being referred to hereinafter as a “Prohibited Transaction”) or enter into any agreement or arrangement regarding or make any preparation for a Prohibited Transaction.
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Exclusivity and Non-Solicitation. From and after the date of the Letter Agreement and until the earlier of the Termination Date and the Closing Date:
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Exclusivity and Non-Solicitation. 16.1 Nothing in this Agreement shall prevent the Sub-Administrator from providing the Administration Services, or any other service or product, to any third party, or from independently developing, using, selling or licensing to any third party information, materials, products or services that are similar to the Administration Services provided to the Client under this Agreement. The Sub-Administrator shall not be liable to account to the Client for any profit earned from the development, use, sale, licensing or provision to any third party of any such information, materials, products or services.
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Exclusivity and Non-Solicitation. 4.9.1 In consideration of the Purchaser’s commitment of time and personnel for the purpose of the transaction set out in this Agreement, each of the Sellers undertakes that they and the members of the AIB Group and their respective directors, officers and employees, until the date falling seven months after the AIB EGM, shall not:
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Exclusivity and Non-Solicitation. Prior to the termination of this Agreement in accordance with its terms, each Securitiyholder will not, directly or indirectly, through any of its respective directors, officers, agents, employees, affiliates, attorneys, accountants, financial advisers or other representatives (collectively, “Representatives"): solicit, encourage, initiate, entertain, facilitate, co-operate with or participate in any negotiations or discussions with respect to any offer or proposal to acquire: any (issued or unissued) shares or other debt or equity securities of MitoKor; or any assets or properties (including intellectual property) material to the business, operations or prospects of MitoKor; by purchase, exclusive license, joint venture formation, merger, amalgamation, arrangement or other business combination (a “competing acquisition transaction"); disclose any information not customarily disclosed by it and which could be used for the purposes of formulating a competing acquisition transaction; or agree to, enter into a contract regarding, recommend or endorse any competing acquisition transaction. Notification of Competing Acquisition Transaction Proposal Prior to the termination of this Agreement in accordance with its terms, each Securityholder will promptly notify MBI of any proposal or offer (formal or informal, written or otherwise) regarding a competing acquisition transaction or any inquiry or contact with any person regarding a competing acquisition transaction and keep MBI apprised, on a current basis, of the status of any competing acquisition transaction and any modifications to the terms of a competing acquisition transaction.
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Exclusivity and Non-Solicitation 
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Related to Exclusivity and Non-Solicitation

  • Non-Solicitation and Non-Competition Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements and as a condition of Executive’s employment hereunder, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) hereof, for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), Executive will:

  • Non-Competition and Non-Solicitation In consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:

  • Non-Solicitation and Non-Compete The Executive agrees that,

  • Non-Compete and Non-Solicitation (a) The Executive recognizes that in each of the highly competitive businesses in which the Company is engaged, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Executive, therefore, agrees that during the Employment Period and, if the Date of Termination occurs (i) by reason of the Executive terminating his employment for reasons other than Disability or Good Reason or (ii) in connection with or following a Change in Control, for a period of one year after the Date of Termination, he will not either within 20 miles of any geographic location of any Shale play with respect to which he has devoted substantial attention to the material business interests of the Company or any of its affiliated companies or with respect to any immediate geologic trends in any non-Shale plays, in either case, in which the Company or any of its affiliated companies have active leases or are actively pursuing leases through direct employee activity or hired brokers as of the Date of Termination, without regard, in either case, to whether the Executive has worked at such location (the “Relevant Geographic Area”), (i) accept employment or render material services to any entity that is engaged in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies in the Relevant Geographic Area, (ii) enter into, or take part in, or lend his name, counsel or material assistance to, any entity either as proprietor, principal, or owner of more than 5% of such entity, or act as an officer, executive, employee, consultant, advisor, agent, independent contractor to or for such entity, in either case with respect to an entity that would be directly competitive with the business of the Company or any of its affiliated companies in the Relevant Geographic Area; provided, however, that the prohibitions set forth in this subparagraphs (i) and (ii) shall not apply to actions by the Executive with respect to any entity where the Executive (x) serves as an independent member of the board of directors and where, in respect of his position on the board, the Executive may provide knowledge, counsel and advice that may be informed by his mental impressions, experience and wisdom obtained while employed at the Company, which knowledge, counsel and advice shall not be considered Confidential Information so long as the Executive does not disclose any written, electronic or tangible Confidential Information, (y) is an investor in such an entity, which investment has previously been disclosed to the Company and approved by the Board of Directors of the Company or a committee thereof, or (iii) regardless of whether it is in the Relevant Geographic Area, directly or indirectly, either as principal, agent, independent contractor, consultant, officer, employee, employer, advisor, significant stockholder, partner or in any other individual or representative capacity whatsoever, either for the Executive’s own benefit or for the benefit of any other person or entity either (A) directly hire, contract or solicit, or attempt any of the foregoing, with respect to hiring any employee of the Company or its affiliated companies, or (B) induce or otherwise counsel, advise or encourage any employee of the Company or its affiliated companies to leave the employment of the Company or its affiliated companies; provided, however, that the prohibitions set forth in this subparagraph (iii) shall not apply to (x) solicitations made by the Executive or any entity with which the Executive is associated, that are made to the public or the industry generally and not targeted at employees of the Company or its affiliated companies, (y) solicitations in response to any such person who contacts the Executive, or the entity with which the Executive is associated, on his or her own initiative without any prior prohibited solicitations or (z) solicitations implemented or initiated by any entity with which the Executive is associated without the knowledge or participation of the Executive (all of the foregoing activities described in (i), (ii) and (iii) are collectively referred to as the “Prohibited Activity”). Notwithstanding anything contained in this Section 10 to the contrary, the Prohibited Activity shall not be applicable to the state or federal waters of the Gulf of Mexico or outside of the United States except as to the area covered by any U.S. or foreign state or federal oil and gas lease, license or permit in which the Company owns a working interest which was acquired by the Company prior to or during the Employment Period and further limited to the depths in which the Company owns such working or operating rights interest. For the avoidance of doubt, the provisions of this Section 10 will only apply in the event of (i) Executive’s voluntary termination of employment without Good Reason and not for reasons of Disability or (ii) Executive’s termination of employment in connection with or following a Change in Control.

  • 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.

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