Exclusivity; Non-Competition; Non-Solicitation Sample Clauses

Exclusivity; Non-Competition; Non-Solicitation. (a) Each party hereto covenants and agrees (and each of CVPS and Wind Acquisition hereby specifically acknowledges and agrees for itself and on behalf of its respective Subsidiaries and Affiliates) that it shall have an exclusive duty to the Company and its Subsidiaries to conduct, own, manage, operate, control or invest in the Business solely through the Company and its Subsidiaries and, in respect of such duty, each party shall, and shall cause its Affiliates to, communicate and present any corporate opportunities relating to the Business to the Company; provided, however, that no Stockholder or Affiliate of any Stockholder shall be restricted from carrying on the Business in connection with its activities as a regulated utility company.
Sample 1
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Exclusivity; Non-Competition; Non-Solicitation. Employee agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. Employee agrees that he will devote not less than ninety percent (90%) of his time, energy and skill to the business of the Company throughout the Term and shall be able to devote the remaining ten percent (10%) of his time, energy and skill to charitable work of his choosing. Employee also agrees that during the Term and for a period of two years thereafter (the "Coverage Period") he will not engage in, consult with, participate in, hold a position as shareholder, director, officer, consultant, employee, partner or investor, or otherwise assist any business entity (a) in any State of the United States of America or (b) in any other country in which the Company has business activities, in either case, that is engaged in any activities which are competitive with the business of providing healthcare or other personnel on a temporary basis to hospitals, healthcare facilities or other similar entities and any and all business activities reasonably related thereto in which the Company or any of its divisions, subsidiaries or affiliates are currently engaged or are engaged during the Term or which are planned by the Company or its divisions, subsidiaries or affiliates at the end of such Term. In addition, the Employee agrees that during the Coverage Period, he shall not solicit, attempt to solicit or endeavor to entice away from the Company any person who, at any time during the Term, was a traveling nurse or other healthcare professional, employee, customer or client of the Company.
Sample 1
Exclusivity; Non-Competition; Non-Solicitation. 10.1 The Consultant acknowledges that the Services to be rendered by him to the Company are of a special and unique character. In consideration of the benefits the Consultant will derive from this Agreement, the Consultant agrees that until the first anniversary of the date of this Agreement (the “Non-Compete Period”), the Consultant shall not (without the prior written consent of the Company) engage, directly or indirectly, whether as principal, agent, representative, consultant, employee, partner, stockholder, limited partner, other investor or otherwise in any business entity primarily engaged, directly or indirectly through subsidiaries, and the Consultant shall not be personally engaged, directly or indirectly, in the business of food and beverage management, nightclub or lounge venue management, hotel management or the management of any other lodging operation or venue (each, a “Venue”); provided, however, that the foregoing restriction shall not apply to (a) any Venue owned (in whole or in part) by the Consultant (or any entity owned or controlled, directly or indirectly, in whole or in part, by the Consultant) that is managed by the Company or one of its directly or indirectly owned subsidiaries; (b) a passive investment of less than five percent (5.0%) of the stock, equity or other ownership interest of any corporation, partnership or other entity; (c) an investment in any property managed by the Company or any of its affiliates; (d) any assets owned or managed by the Consultant as of the date hereof, including, without limitation, projects under development by The Xxxxxx Hotel, LLC or its affiliates, the project in Belize under development by the Consultant or its affiliates and the assets owned by Cimarron Properties, LLC; or (e) service providers owned by the Consultant or any of its affiliates, including, without limitation, Shotkeeper LLC and Cruisin Caddy LLC.
Sample 1
Exclusivity; Non-Competition; Non-Solicitation 
Sample 1Sample 2

Related to Exclusivity; Non-Competition; Non-Solicitation

  • Non-Solicitation; Non-Competition (a) Executive agrees that, during the Term and until nine (9) months after the termination of his employment, Executive will not, directly or indirectly, including on behalf of any person, firm or other entity, employ or actively solicit for employment any employee of the Company or any of its Affiliated Entities, or anyone who was an employee of the Company or any of its Affiliated Entities within the nine (9) months prior to the termination of Executive’s employment, or induce any such employee to terminate his or his employment with the Company or any of its Affiliated Entities.

  • Non-Competition; Non-Solicitation 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:

  • Non-Solicitation/Non-Compete Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly:

  • 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:

  • Noncompetition; Non-solicitation (a) Executive acknowledges the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information renders Executive special and unique within the Company’s industries. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including Sections 3 and 4), Executive agrees that during the Term (including any extensions thereof) and during the Covered Time (as defined in Section 5.1(e)), Executive, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 5, “

  • 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.

  • Non-Competition, Non-Solicitation and Non-Disparagement (a) Executive understands and recognizes that her services to the Company are special and unique and that in the course of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information. Executive agrees that, during the Term and the twelve (12) month period immediately following Executive’s separation from employment (the “Termination Restriction Period”), whether such separation is voluntary or involuntary, she shall not in any manner, directly or indirectly, on behalf of herself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any other product being actively developed or produced by the Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for her own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of such Person, in any capacity that requires or could result in Executive’s intentional, unintentional, or inevitable use of the Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, within the United States and the European Union, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of Company. Executive acknowledges that, due to the unique nature of the Business of the Company, the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Business of Company, (ii) Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise's consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive's commencement of employment with or provision of services to the Division.

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

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

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