Mutual Non-Compete. During, and for {TERM} after termination of this agreement, the Company and the Client agree not to: (i) divert, take away or solicit any of each parties’ actual or potential customers that have been introduced or made known to either party by the other party or (ii) solicit, employ or attempt to employ, any of either parties’ personnel, vendors, and/or contractors or (iii) compete with the other party’s business. The term “not compete” as used herein shall mean that either party shall not own, manage, or operate a business substantially similar to or competitive with the present business of either party.
Mutual Non-Compete. Neither the Sub-Advisor nor any of its Affiliates may provide, or prepare to provide, or assist any other Person to provide, investment management services, and neither the Advisor nor any of its Affiliates (including the Dealer Manager) may provide, or prepare to provide, or assist any other Person to provide, any services (including distribution and marketing services), substantially similar to those contemplated by the Amended Advisory Agreement or the Dealer Manager Agreement, in each case to any entity that (a) would have an investment strategy primarily focused on Primary Target Investments and (b) was capitalized or intended to be capitalized substantially with capital sourced, directly or indirectly, from individual investors through the Channels. For the avoidance of doubt, this provision does not restrict the Advisor or the Sub-Advisor or any of their respective Affiliates (i) with respect to any entity having an investment strategy not primarily focused on investment in Primary Target Investments, irrespective of whether such entity was capitalized or is intended to be capitalized substantially with capital sourced, directly or indirectly, from individual investors through the Channels, including but not limited to entities sponsored by Inland Private Capital Corporation, or (ii) with respect to any assets managed or to be managed on behalf of investors sourced, directly or indirectly, outside of the Channels.
Mutual Non-Compete. During, and for six (6) months after termination of this agreement, the Company and the Client agree not to: (i) divert, take away or solicit any of each parties’ actual or potential customers that have been introduced or made known to either party by the other party or (ii) solicit, employ or attempt to employ, any of either parties’ personnel, vendors, and/or contractors or
Mutual Non-Compete. (a) Except for its activities with respect to the Product under this Agreement and subject to the following subsections of this Section 2.6, for a period of *** following the Effective Date (the “Restricted Period”), each Party hereby covenants that neither it nor its Affiliates or will, directly or indirectly, develop, commercialize, or in-license any product that it knows to be a Competing Product in the Sanofi Territory in the Field, provided however that ***. For clarity, the foregoing is not intended to limit Vivus’ covenant set forth in last sentence of Section 2.2(a).
(b) Notwithstanding Section 2.6(a), if Vivus or any of its Affiliates, *** that *** or *** to, a *** that does not ***, then Vivus and/or its Affiliates (or the ***, as applicable) shall have the right to *** provided that Vivus or its Affiliate (or the ***, as applicable) (i) notifies Sanofi of such *** in writing no later than the Required Notice Date (as defined below) *** (ii) does not use the *** or any ***(including, but not limited to, the *** that qualifies as ***) in connection with the *** of such ***.
(c) In the event that, ***, either Sanofi or any of its Affiliates *** that *** or *** to a *** then Sanofi (or the ***, as applicable) shall (x) notify Vivus of such *** in writing no later than the Required Notice Date (as defined below); (y) not use any *** in connection with the *** of such ***; and (z) *** one of the following *** under *** (and specify which of the following it will *** in the notice provided pursuant to subsection (x), which decision shall be final and binding):
(i) and notify Vivus in writing of such ***; provided that such *** shall be ***; or
(ii) (in which case the notice delivered pursuant to subsection (i) above shall be deemed to be a ***); or
(iii) such that neither Sanofi nor any Sanofi Affiliates have *** with respect to such ***; provided such ***; and it being understood, for the avoidance of doubt, that as of the *** Sanofi shall have ***, to *** any ***; or
(iv) for purposes of ***.
(d) As used herein, “Required Notice Date” means the date that is ***; provided that the Required Notice Date shall in no event be *** following the consummation of the transaction described in ***, as applicable.
Mutual Non-Compete. 9.1 During such period of time that the Shareholder(s) are providing services to Payless or the Company, and for a term of two years following termination of employment or termination of any consulting work, the Shareholders will not own, operate, manage or consult for any business which is engaged in the same or similar type of business as the Company. For purposes of this agreement, the same or similar business is defined as any business engaged in the processing of credit cards, issuing prepaid debit card or other types of prepaid credit cards. This restriction shall apply to North and South America and Europe. The parties agree that this restriction is fair and reasonable and constitutes a material inducement for Payless to retain the services of the Shareholder(s). If a court of competent jurisdiction determines that this restriction is overly broad or restrictive, then in that event the maximum term of this restriction shall be as adjudicated by the courts.
9.2 During such period of time that Xxxxxxx Canal (“Canal”) is employed by Payless, and for a term of two years following termination of employment or termination of any consulting work, Canal will not own, operate, manage or consult for any business which is engaged in the same or similar type of business as the Company. For purposes of this agreement, the same or similar business is defined as any business engaged in the processing of credit cards, issuing prepaid debit card or other types of prepaid credit cards. This restriction shall apply to North and South America and Europe. The parties agree that this restriction is fair and reasonable and constitutes a material inducement for Payless to retain the services of the Shareholder(s). If a court of competent jurisdiction determines that this restriction is overly broad or restrictive, then in that event the maximum term of this restriction shall be as adjudicated by the courts.
9.3 Notwithstanding anything else contained herein to the contrary, the terms and conditions of these non-competes shall cease in the event that Payless is no longer a shareholder of the Company.
Mutual Non-Compete. Each of Xxxx and IntelGenx agrees that it shall not develop, market, distribute or commercialize the Product outside of this Agreement and IntelGenx agrees that it shall not develop, market, distribute or commercialize a QuitPak Product outside of this Agreement.
Mutual Non-Compete. Each of the Parties agrees that it and its controlled Affiliates will not Compete in the Field of Services (as defined below), at any time during the Non-Competition Period. For purposes of this Section 7.2, “Compete in the Field of Services” means directly or indirectly, for such Party or its own benefit or as agent for another, participate in the ownership of (except as the passive holder of less than five percent (5%) of the outstanding shares of any class of a corporation whose stock is listed on any national or regional securities exchange), or management or control of any present or future business enterprise that competes with the other Party in the Field of Services as the same may be conducted by the other Party and its Affiliates as of the Closing Date. For the avoidance of doubt, this Article VII is not intended (i) to prohibit Buyer from conducting the Business, including but not limited to selling AMMS Products and providing Customer Services pursuant to Section 4.13 to the AMMS Installed Base Customers or any other Person or prohibit AMMS or Buyer from benefiting from its rights or performing its obligations pursuant to this Agreement or the Ancillary Agreements, including without limitation providing Customer Services pursuant to Section 4.13 hereof and (ii) to prevent any Affiliate of the Seller from conducting activities with competitors of Buyer, to the extent that those activities do not compete in the Field of Services.
Mutual Non-Compete. Except with the prior written consent of the other Party, neither Party shall at any time during the term of this Agreement develop or commercialize or collaborate in the development or commercialization with any Affiliates or Third Parties of any bi-specific antibody targeting both HER2 and CD3 other than (i) the Abpro Molecule and/or a Product hereunder and (ii) in the case of Abpro, the molecule ABP-100 and its associated derivatives, referred to as HER2-BsAb in PCT application PCT/US2015/041989.
Mutual Non-Compete. Until the third (3rd) anniversary of the First Commercial Sale of the Lead Licensed Product in the United States (the “Exclusivity Period”), each Party covenants to the other Party that it and its Affiliates shall not Commercialize or assist any Third Party, directly or indirectly, in Commercializing [***] any Competing Product; provided, however, that AstraZeneca and its Affiliates (a) may [***], (b) may Commercialize a Competing Product if [***], and (c) may Commercialize a Competing Product if [***]; provided that AstraZeneca continues to perform its obligations under this Agreement, and provided further that, subject to Sections 19.3.3(a) and 20.5.3, MAP shall have the termination right set forth in CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
