Limitations on Noncompetition Agreement Sample Clauses

Limitations on Noncompetition Agreement. (a) Notwithstanding anything in Section 9.1 to the contrary, the Selling Entities and their Affiliates shall not be prohibited from (i) the acquisition or investment in any corporation, company, partnership or other business entity (a “Company”) partially engaged in the Competitive Business provided that such activity does not exceed five percent (5%) of the net revenues or net assets of such Company, (ii) the ownership of not more than one percent (1%), in the aggregate, of any class of debt or equity security of any Company principally engaged in the Competitive Business provided that such security is traded on a national securities exchange or an inter-dealer quotation system, or (iii) any investments made by the investment managers of UNOVA’s pension plans or the managers of UNOVA’s 401(k) plans or similar non-qualified retirement plans.
Sample 1
AutoNDA by SimpleDocs
Limitations on Noncompetition Agreement. (a) None of the Restricted Parties shall be prohibited from (i) entering into a Prohibited Affiliation with respect to any corporation, partnership or other business entity (a "Company") partially engaged in the Competitive Business, provided that such activities do not generate more than fifteen percent (15%) of the revenues or represent more than fifteen percent (15%) of the assets of such Company or provided that such Prohibited Affiliation is not with respect to the Competitive Business activities of the Company, (ii) the ownership of not more than ten percent (10%) of any class of debt or equity securities of any Company engaged in the Competitive Business, provided that such securities are listed on a stock exchange or traded in an inter-dealer quotation system, (iii) entering into any Prohibited Affiliation with the express written consent of UNOVA, (iv) the continued conduct of the "ESG Business" which for purposes of this Agreement shall mean the design, manufacture, supply, installation, service and support of the products, software and systems for all forms of electronic security, security management, access control of all types (including vehicle control and parking using microwave RFID systems designed and manufactured by third parties), time, attendance and video badging, asset management, shop floor data collection and monitoring and all applications for RFID products and systems operating at frequencies of less than 30 MHz, or (v) the sale of the ESG Business to a Competitive Business.
Sample 1
Limitations on Noncompetition Agreement. (a) Notwithstanding anything in Section 9.1 to the contrary, the Selling Entities and their affiliates shall not be prohibited from (i) the continued conduct and operation of the Lxxxxx Grinding Systems operations of UIASI and UNOVA UK, (ii) any investment in Purchaser or its affiliates, (iii) the acquisition or investment in any corporation, company, partnership or other business entity (a “Company”) partially engaged in the Competitive Business provided that such activity does not exceed ten percent (10%) of the net revenues or net assets of such Company, (iv) the ownership of not more than ten percent (10%), in the aggregate, of any class of debt or equity security of any Company engaged in the Competitive Business provided that such security is traded on a national securities exchange or an inter-dealer quotation system, or (v) any investments made by the investment managers of UNOVA’s pension plans or the managers of UNOVA’s 401(k) plans or similar non-qualified retirement plans.
Sample 1
Limitations on Noncompetition Agreement. (a) None of the Restricted Parties shall be prohibited from (i) entering into a Prohibited Affiliation with respect to any corporation, partnership or other business entity (a "Company") partially engaged in the Competitive Business, PROVIDED that such activities do not generate more than fifteen percent (15%) of the revenues or represent more than fifteen percent (15%) of the assets of such Company or PROVIDED that such Prohibited Affiliation is not with respect to the Competitive Business activities of the Company, (ii) the ownership of not more than ten percent (10%) of any class of debt or equity securities of any Company engaged in the Competitive Business, provided that such securities are listed on a stock exchange or traded in an inter-dealer quotation system, (iii) entering into any Prohibited Affiliation with the express written consent of UNOVA, (iv) the continued conduct of the "ESG Business" which for purposes of this Agreement shall mean the design, manufacture, supply, installation, service and support of the products, software and systems for all forms of electronic security, security management, access control of all types (including vehicle control and parking using microwave RFID systems designed and manufactured by third parties), time, attendance and video badging, asset management, shop floor data collection and monitoring and all applications for RFID products and systems operating at frequencies of less than 30 MHz, or (v) the sale of the ESG Business to a Competitive Business.
Sample 1
Limitations on Noncompetition Agreement. (a) Neither Seller nor any of its Affiliates shall be prohibited from (i) entering into a Prohibited Affiliation with respect to any corporation, partnership or other business entity (a "Company") partially engaged in the Competitive Business, PROVIDED that such activities do not generate more than five percent (5%) of the revenues or represent more than five percent (5%) of the assets of such Company, (ii) the ownership of not more than five percent (5%) of any class of debt or equity securities of any Company engaged in the Competitive Business, provided that such securities are listed on a national stock exchange or traded in an inter-dealer quotation system, or (iii) entering into any Prohibited Affiliation with the express written consent of Buyer. Seller shall not be prohibited from maintaining its ownership interest in Widia India Ltd.
Sample 1
Limitations on Noncompetition Agreement. (a) Neither Seller nor any of its Affiliates shall be prohibited from (i) entering into a Prohibited Affiliation with respect to any corporation, partnership or other business entity (a "Company") partially engaged in the Competitive Business, provided that such activities do not generate more than five percent (5%) of the revenues or represent more than five percent (5%) of the assets of such Company, (ii) the ownership of not more than five percent (5%) of any class of debt or equity securities of any Company engaged in the Competitive Business, provided that such securities are listed on a national stock exchange or traded in an interdealer quotation system, or (iii) entering into any Prohibited Affiliation with the express written consent of Buyer. Seller shall not be prohibited from maintaining its ownership interest in Widia India Ltd. (b) In the event that any provision of this Article 9 shall be held invalid, illegal, void, inoperative or unenforceable in an arbitration pursuant to Section 12.15 by reason of the geographic or business scope or the duration of such provision, such invalidity, illegality or unenforceability shall attach only to the scope or duration of such provision and shall not affect or render invalid, illegal, void, inoperative or unenforceable any other provision of this Agreement, and, to the fullest extent permitted by law, this Agreement shall be construed as if the geographic or business scope or the duration of such provision had been more narrowly drafted so as not to be invalid, illegal, void, inoperative or unenforceable. 9.3
Sample 1

Related to Limitations on Noncompetition Agreement

  • Confidentiality and Non-Competition Agreement All employees of the Group Companies with access to Groups Companies’ confidential information have entered into a standard confidentiality and non-competition agreements. To the best of knowledge of the Group Companies, none of these employees are in breach of such agreements in any material respect. To the best knowledge of the Group Companies and except as disclosed in the Disclosure Schedule, none of the Key Employees (as defined below) is obligated under any contract, or subject to any judgment, decree or order of any Governmental Authority, that would interfere with the use of his or her best efforts to promote the interests of the Group Companies or that would conflict with the Group Companies’ businesses as proposed to be conducted. To the best knowledge of the Group Companies, neither the execution or delivery of this Agreement or the other Transaction Documents, nor the carrying on of the any Group Company’s businesses by its employees, nor the conduct of the any Group Company’s businesses as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated in any material respect.

  • Non-Competition Agreement (a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the Company, and for a period of two (2) years immediately following the termination of his employment with the Company, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature:

  • Non-Competition Agreements Except as described in the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, directors or executive officers of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his, her or its ability to be and act in the capacity of shareholder, executive officer or director of the Company, as applicable.

  • Noncompetition Agreement In consideration of the compensation paid or payable to Executive by the Company pursuant to this Agreement (including, but not limited to, Section 2 hereof), Executive hereby agrees as follows:

  • Non-Competition Provisions Employee agrees that he will not, during the Restricted Period, compete directly or indirectly with the business of the Company. The phrase "compete directly or indirectly with the business of the Company" shall be deemed to include, without limiting the generality thereof, (1) engaging or having a material interest, directly or indirectly, as owner, employee, officer, director, partner, sales representative, stockholder, capital investor, lessor, renderer of consultation services or advise, either alone or in association with another or others, in the operation of any aspect of any type of business or enterprise competitive with the business or operation of the Company- (2) soliciting any of the employees of the Company to leave the employ of the Company, or so soliciting any employee of any Subsidiary or Affiliate of the Company; (3) soliciting any of the employees of the Company to become employees of any other Person, or so soliciting any employee of any Subsidiary or Affiliate of the Company, or (4) soliciting any customer or supplier of the Company or any Affiliate or Subsidiary of either of them, with respect to their business. Similarly, Employee shall not raid, entice or induce any Person who on the Termination Date is, or within one (1) year immediately preceding the Termination Date was, a customer or supplier of the Company, or any of its Subsidiaries or Affiliates, to become a customer of any other Person for products or services the same as, or similar to, those products and services as from time to time shall be provided by the Company, or any of its Subsidiaries and Affiliates, and Employee shall not approach any Person for such purpose; nor shall Employee raid, entice or induce any Person who on the Termination Date is, or within one year immediately preceding the Termination Date was, an employee of the Coi-npany or any of its Subsidiaries or Affiliates, to become employed by any other Person; similarly, Employee shall not approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other Person or assist any such other Person in taking any such action. The phrase "compete directly or indirectly with the business of the Company" shall not be deemed to include all ownership interest as an inactive investor, which, for purposes of this Agreement, shall mean only the beneficial ownership of less than five (5%) percent of the outstanding shares of any series or class of securities of any competitor of the Company, which securities of such series or class are publicly traded in the securities market.

  • Noncompetition Agreements Purchaser shall have executed and delivered to each Seller a Noncompetition Agreement substantially in the form attached hereto as Schedule 6.5(a).

  • Non-Competition and Non-Solicitation Agreement Without the prior written consent of the Company, Employee shall not, during the term of this Agreement, or for a two (2) year period of time following the date of termination of this Agreement or the termination of Employee's employment with the Company:

  • Non-Competition and Non-Solicitation Agreements The Selling Member shall have entered into a Non-Competition and Non-Solicitation Agreement with the Buyer in substantially the form attached hereto as Exhibit F.

  • Employment and Noncompetition Agreements The Employment and Noncompetition Agreements referred to in Sections 7.1 and 8.3, duly executed by the persons referred to in such Sections.

  • Confidentiality, Non-Disclosure and Non-Competition Agreement The Company and the Executive acknowledge and agree that during the Executive’s employment with the Company, the Executive will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the affairs and business of the Company and the Company Affiliates. The Executive agrees that the following obligations are necessary to preserve the confidential and proprietary nature of Confidential Information and to protect the Company and the Company Affiliates against harmful solicitation of employees and customers, harmful competition and other actions by the Executive that would result in serious adverse consequences for the Company and the Company Affiliates:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!