Limited Exceptions. Notwithstanding Section 3.02(a) and Section 3.02(b), this Section 3.02 shall not prohibit (i) generalized solicitations that are not directed to specific Persons or Employees of the other Party, (ii) the solicitation and hiring of a Person whose employment was involuntarily terminated by the other Party, or (iii) the solicitation and hiring of a Person after receipt by the soliciting Party (in advance of any solicitation or, in the case of a response to a general solicitation as permitted under clause (i) above, in advance of any subsequent solicitation in connection with the recruiting process) of the express written consent of the Party that employs the Person who is to be solicited and/or hired. Except as provided in clause (ii) above with respect to involuntary terminations, without regard to the use of the term “Employee” or “employs,” the restrictions under this Section 3.02 shall be applicable to (A) any Xxxxxxx Controls Group Employee whose employment terminates after the Effective Time, and (B) any Adient Group Employee whose employment terminates after the Effective Time, in each case, until the date that is six months after such Employee’s last date of employment with Xxxxxxx Controls or Adient, as applicable. The restrictions under this Section 3.02 shall not apply to any Former Xxxxxxx Controls Group Employee or Former Adient Group Employee whose most recent employment with Xxxxxxx Controls and its Subsidiaries was terminated prior to the Effective Time.
Limited Exceptions. Notwithstanding the foregoing, no information will be considered trade secret or confidential to the extent it is or becomes publicly available without breach of this Agreement by Executive, is rightfully received by Executive without obligations of confidentiality, or is ordered released or disclosed by court order, lawful process or government authority.
Limited Exceptions. There are limited exceptions to the above confidentiality requirement if the Executive is providing information to government agencies, including but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration (or its state equivalent), and the Securities and Exchange Commission. This Agreement does not limit the Executive’s ability to communicate with any government agencies regarding matters within their jurisdiction or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice, to the government agencies. Nothing in this Agreement shall prevent the Executive from the disclosure of Confidential Information or trade secrets that: (i) is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In the event that the Executive files a lawsuit alleging retaliation by Company for reporting a suspected violation of law, the Executive may disclose Confidential Information or trade secrets related to the suspected violation of law or alleged retaliation to the Executive’s attorney and use the Confidential Information or trade secrets in the court proceeding if the Executive or the Executive’s attorney: (i) files any document containing Confidential Information or trade secrets under seal; and (ii) does not disclose Confidential Information or trade secrets, except pursuant to court order. The Company provides this notice in compliance with, among other laws, the Defend Trade Secrets Act of 2016.
Limited Exceptions. (a) Notwithstanding Section 10.1, subject to the below conditions, the JDSU Group shall have the right to manufacture, supply, distribute or Sell products in those JDSU Businesses described in EXHIBIT 10.2(a) as generally, commercially available by any member of the JDSU Group immediately after the Effective Date including any Improvements to such products released for general, commercial availability by JDSU at any time on or before July 1, 2017 (collectively, the “JDSU Competitive Products”) and the JDSU Group may supply, distribute and/or Sell such JDSU Competitive Products if supplied by Lumentum. For the purposes of this Section 10.2(a), the scope of all Improvements for the purposes of JDSU Products shall be limited to adaptations, derivatives, improvements or modifications of the JDSU Competitive Products, provided only that such adaptations, derivatives, improvements or modifications still satisfy the definition of the applicable JDSU Competitive Product as described in EXHIBIT 10.2(a) (e.g. all Improvements to PacketPortal and JMEP Optical Transceiver products must have all the features and requirements described within the PacketPortal and JMEP Optical Transceiver products description in EXHIBIT 10.2(a)).
(b) Notwithstanding Section 10.1, subject to the below conditions, the Lumentum Group shall have the right to manufacture, supply, distribute or Sell optical products in those Lumentum Businesses described in EXHIBIT 10.2(B) as generally, commercially available by any member of the Lumentum Group immediately after the Effective Date, including any Improvements to such products released for general, commercial availability by Lumentum on or before July 1, 2017 (collectively, the “Lumentum Competitive Products” and together with the JDSU Competitive Products referred to as the “Excepted Field”) (b) and the Lumentum Group may supply, distribute and/or Sell such Lumentum Competitive Products if supplied by JDSU. For the purposes of this Section 10.2(b), the scope of all Improvements for the purposes of Lumentum Products shall be limited to adaptations, derivatives, improvements or modifications of the Lumentum Competitive Products, provided only that such adaptations, derivatives, improvements or modifications still satisfy the definition of the applicable Lumentum Competitive Product as described in EXHIBIT 10.2(B).
Limited Exceptions. Nothing in this Agreement shall prevent either party from disclosing Confidential Information to the extent that it is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii) to the extent legally permissible, promptly notify the other party of the agency’s order or request to disclose; and (iii) reasonably cooperate with the other party to protect against any such disclosure and/or obtain a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
Limited Exceptions. The only exceptions to this Policy’s prohibitions of trading in securities as outlined above are the following:
Limited Exceptions. The restrictions in Section 2(a) hereof shall not apply to information that, as can be established by competent written records: (i) was publicly known at the time of the Company's communication thereof to you; (ii) becomes publicly known through no fault of yours subsequent to the time of the Company's communication thereof to you; (iii) was in your possession free of any obligation of confidence at the time of the Company's communication thereof to you; or (iv) is developed by you independently of and without reference to or use of any of the Company's Confidential Information. In the event that you are required by law, regulation or court order to disclose any of the Company's Confidential Information, you shall (i) first notify the Company of such disclosure requirement and (ii) furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information
Limited Exceptions parties should only have limited exceptions to the right of information. In accordance with the principle of maximum disclosure, the law must guarantee the effective and broadest possible access to public information with limited exceptions.
Limited Exceptions. (A) Nothing contained in sub-clause 7.2 shall prohibit the Vendor or any Affiliate of the Vendor from making acquisitions of other businesses an insignificant part of which consists of activities that would but for this clause 7.5 constitute a breach by the Vendor, or any Affiliate of the Vendor, of the restrictions contained in sub-clause 7.2, provided that the Vendor or such Affiliate disposes of any business or assets that would otherwise be in breach of sub-clause 7.2 within one year of the date of acquisition. For the purposes of the foregoing an "insignificant" part means less than 20% by reference to the contribution to total revenues of the business so acquired.
(B) Nothing contained in clause 7.2 shall prohibit O.I.L. (Shetland) Limited from continuing to carry on its existing business in the same scope and manner and to the same extent as presently carried on.
(C) Nothing contained in sub-clause 7.2(C) shall prohibit O.I.L. (Shetland) Limited using "O.I.L." as part of its name for a period of twelve months from Completion.
(D) The Purchaser covenants that neither it nor any member of the Sale Group shall following the expiry of twelve months after Completion use the name or business name "Ocean" or the logo used by the Vendor in its business or any other name, logo, trade or service mark xxxch is or might be confusingly similar thereto.
Limited Exceptions. Notwithstanding the foregoing, or any other provision contained herein to the contrary:
(a) Seller and any of the Seller-Related Parties may own shares of voting stock of any corporation whose shares are listed for trading on any stock exchange or on the Nasdaq National Market or Nasdaq SmallCap Market, without thereby breaching its covenants contained in this Agreement, provided that the aggregate number of voting shares of any such corporation that may be owned, in the aggregate, by the Seller and the Seller-Related Parties shall not exceed five percent (5%) of such corporation's voting stock so long as Seller does not in fact have the power to control, or direct the management of that corporation.
(b) Seller and the Seller-Related Parties shall be entitled, and it shall not be a breach of this Agreement (including Section 2.1(c) above), for Seller or any of the Seller Related Parties, to acquire, invest in, operate, control, manage, own, participate or have any ownership interest in, or to sell or otherwise transfer, or become or be a partner, member, joint venturer, shareholder or owner, consultant, advisor or agent of: (1) any Grading Business that provides, in the ordinary course, any Grading Services to or for any Competitive Business, or with any Person that engages in any Competitive Business, anywhere in the Restricted Territory; (2) subject to Paragraph 2.3 below, any business that, in the ordinary course, provides services (other than or in addition to those currently being provided by Seller's Grading Services) that facilitate or enhance commerce, trading or dealing in Collectible Coins or Collectible Sports Memorabilia (such as, by way of illustration but not limitation, Seller's sportscard set registry program) (hereinafter "Value Added Services") for any Competing Businesses anywhere in the Restricted Territory; provided, however, that in no event shall Value Added Services include conducting, managing, or controlling the conduct of any auctions anywhere in the Restricted Territory for Seller's account or for the account of any other Person; (3) sell or consign Seller's Collectible Inventory (as defined in the Asset Purchase Agreement) to any Competitive Business if Buyer does not exercise its option to purchase such Collectibles Inventory pursuant to the Asset Purchase Agreement; (4) consign or sell to any Competitive Businesses any Collectible Coins or Collectible Sports Memorabilia that Seller or any of the Seller Related Parties may acq...
