Non-Compete Undertaking. For a period of twelve (12) months from separation from TTEC Parent and/or the Company, not to work or otherwise contribute her knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, significant shareholder (i.e. a shareholder holding more than 5% of outstanding equity in the company), volunteer, intern or in any other similar capacity anywhere in the world to a business entity engaged in the same or substantially similar business as TTEC Parent its subsidiaries and affiliates, including entities engaged in the full life cycle of customer strategy, analytics-driven, technology-enabled customer engagement management solutions from customer engagement strategy consulting, to technology and analytics driven customer acquisition to technology solution development and integration to business process outsourcing customer care (collectively, “TTEC Business”). The Non-Compete Undertaking shall apply throughout, and shall only be limited by, the territory where the Employee performs services for the Company and TTEC Parent, as provided in this Agreement. For the avoidance of doubt, the term ‘performs services for’ shall not be limited to ‘works at’ or any other limitation delineating where the Employee performs the actual services, but instead shall relate to the entire territory where the Company and TTEC Parent benefits and is reasonable to expect to benefit from the Employee’s services. Given Xx. XxXxxx’x role as the Executive Vice President and TTEC chief revenue officer, the territory for purposes of this Agreement shall be worldwide. If Employee’s employment is terminated pursuant to provisions of Paragraph 6(i) (Change in Control event) and if Employee is paid Change in Control related compensation and receives other benefits as provided in that Paragraph, the Employee agrees for the Non-Competition Undertaking to be extended from twelve (12) to eighteen (18) months; and
Non-Compete Undertaking. For a period of twelve (12) months from separation from TeleTech Parent and/or the Company, not to work or otherwise contribute his knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, significant shareholder (i.e. a shareholder holding more than 5% of outstanding equity in the company), volunteer, intern or in any other similar capacity anywhere in the world to a business entity engaged in the same or substantially similar business as TeleTech Parent its subsidiaries and affiliates, including entities engaged in the full life cycle of customer strategy, analytics-driven, technology-enabled customer engagement management solutions from customer engagement strategy consulting, to technology and analytics driven customer acquisition to technology solution development and integration to business process outsourcing customer care (collectively, “TeleTech Business”). The Non-Compete Undertaking shall apply throughout, and shall be limited by, the territory where the Employee performs services for the Company and TeleTech Parent, as provided in this Agreement. For the avoidance of doubt, the term ‘performs services for’ shall not be limited to ‘works at’ or any other limitation delineating where the Employee performs the actual services, but instead shall relate to the entire territory where the Company and TeleTech Parent benefits and is reasonable to expect to benefit from the Employee’s services. Given Xx. XxXxxxxx’x role as the Executive Vice President for CMS business, the territory for purposes of this Agreement shall be worldwide.
Non-Compete Undertaking. Work or otherwise contribute his/her knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, significant shareholder (i.e. a shareholder holding more than 5% of outstanding equity in any such entity), volunteer, intern or in any other similar capacity anywhere in the world to a business entity engaged in the same or substantially similar business as the Company, its subsidiaries and affiliates, including entities engaged in the full life cycle of customer strategy, analytics-driven, technology-enabled customer engagement management solutions from customer engagement strategy consulting, to technology and analytics driven customer acquisition to technology solution development and integration to business process outsourcing customer care (collectively, “TeleTech Business”). The Non-Compete Undertaking shall apply throughout, and shall be limited by, the territory where the Grantee performs services for TeleTech in connection with which the RSU Award was made. For the avoidance of doubt, the term ‘performs services for’ shall not be limited to ‘works at’ or any other limitation delineating where the Grantee performs the actual services, but instead shall be related to the entire territory where the Company benefits and is reasonable to expect to benefit from the Grantee’s services.
Non-Compete Undertaking. Work or otherwise contribute his/her knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, significant shareholder (i.e., a shareholder holding more than 5% of outstanding equity in any such entity), volunteer, intern or in any other similar capacity to a business/company engaged in the same or substantially similar business as the Company, its subsidiaries and affiliates, including the delivery of CX (customer experience) technology and orchestration services through public or proprietary cloud-based CXaaS (Customer Experience as a Service) platform; design, building, and operating omnichannel contact center technology, conversational messaging, CRM, automation (AI / ML and RPA), and analytics solutions; and digital customer engagement, customer acquisition & growth, content moderation, fraud prevention, and data annotation solutions (collectively, “TTEC Business”). The Non-Compete Undertaking shall apply throughout the entire territory where the Company actually benefits and where the Company may reasonably expect to benefit from the Grantee’s services, but only with respect to that aspect of TTEC Business that is substantially similar to the business that the Grantee was primarily contributing in, while employed by TTEC.
Non-Compete Undertaking. 13.1 Throughout his employment with the Employer and for a period of two (2) years immediately following the date on which he shall no longer be employed by the Employer for any reason whatsoever, the Officer undertakes to not, directly or indirectly, in any capacity whatsoever, including without limitation, as shareholder, partner, consultant, employer, employee, principal, agent, franchisee, franchisor, distributor, adviser or lender, perform duties, carry on activities or enter into business in the Employer’s industry, i.e. the development, manufacture and sale of traditional engine, electric or alternative energy school and commercial buses (the “Prohibited Activities”), in Canada and the United States (the “Target Territory”).
13.2 Should the Officer fail to fully comply with this non-compete clause and with the following non-solicitation clause, he shall pay as penalty for liquidated damages and interest an initial sum of fifty thousand dollars ($50,000) for the first offence plus five thousand dollars ($5,000) per additional day of offence payable to the Employer upon demand without the need for legal proceedings and without the need to show proof of the damages, the whole without prejudice to the Employer’s rights to ask for a provisional, interlocutory and permanent injunction or any other relevant remedy to preserve the Employer’s rights and to prevent the Officer from continuing to take any additional action in breach of the undertakings contained herein. Furthermore, the Officer shall be liable for all the judicial and extra-judicial costs and disbursements of the Company’s attorneys.
13.3 It is understood that the goal of this undertaking by the Officer is to protect the Employer’s legitimate interests, without depriving the Officer of his right to earn a living by practicing his profession or plying his trade. For this reason, the provisions of this non-compete undertaking are limited in time, place and type of prohibited work to what is necessary to achieve this goal. However, if a court of competent jurisdiction finds that this undertaking is unreasonable given particular circumstances, the parties give such court jurisdiction to reduce the scope of this undertaking until it would be reasonable.
Non-Compete Undertaking. 18.1 Seller shall not, and shall procure that also all other companies within Seller’s Group shall not, compete, directly or indirectly, with the NewCo Business as conducted on the Signing Date for a period of three (3) years from the Closing Date. Nothing in the immediately preceding sentence shall prevent Seller from conducting its data center infrastructure business and its identity management business.
18.2 Seller further shall not, and shall procure that all other companies within Seller’s Group shall not, for a period of three (3) years from the Closing Date directly or indirectly entice away (abwerben) any person involved in the NewCo Business.
Non-Compete Undertaking. During the term of this Agreement and for a period of twelve (12) months thereafter, each Service Provider hereby agrees not to, and not to cause affiliates controlled by him to, directly or indirectly, engage, promote, establish, market, become or be financially interested in, consult with or for, or associate in a business relationship with, or in any manner become involved, in any other person, business (or any component thereof), occupation, work, operation or any other activity, anywhere in the world, which engages or intends to engage in the developing, producing, offering, distributing, licensing, selling or supporting of products or services that directly competes with the business (or any component thereof), products and services of the Company and any of its affiliates, as currently conducted and as conducted by the Company from time to time until the termination of this Agreement (the “Company’s Field”) and provided that the Company’s Field represents a principal activity of such business, occupation, work, operation or any other activity. Each Service Provider acknowledges that the consideration under this Agreement is paid in consideration, in part, for the obligations and undertakings under this Section 4.3 and that in light of the nature of the transactions contemplated hereunder, the covenants under this Section 4.3 are reasonable and fair under the circumstances. The undertaking under this Section 4.3 shall exclude:
4.3.1. holding any securities or having any other interest in any person, where the activity of such person is to make, select, hold or manage investments, using funds provided by multiple investors (such as investment funds, investment managers, and other similar vehicles), in businesses, even if the businesses in which such person invests are in the Company’s Field (provided that the Service Provider or its affiliates are not involved in the management or decision making of such person or in the businesses in which such person invests);
4.3.2. acquiring or holding up to 25% of the voting rights of any business, company or group which is engaged or interested in the Company’s Field, if the Company’s Field does not represent a principal activity of such business, company or group (for purposes of this Section 4, a “principal” activity shall be an activity that is responsible for over 15% percent of the aggregate annual turnover of such business, company or group); and
4.3.3. holding of securities which constitute less than 5% o...
Non-Compete Undertaking. Party B undertakes and agrees not to compete (including non-solicitation and non-circumvention undertakings) with the Company nor with any of its business activities excluding the BodyTite products (whether as employee, officer, director, service provider, partner, shareholder or other similar capacity), in the Territory. Mx. Xxxxx Xxxxxxx shall assume a similar personal undertaking, for so long as it holds shares in Party B. Party B and Mr. Mxxxx Xxxxxxx will enter, effective at Closing, into a non-competition, non-solicitation and non-circumvention agreement, in the forms as shall be agreed by the Parties by Closing.
Non-Compete Undertaking. The Seller Parent shall have delivered to the Buyer a copy of the Non-Compete Undertaking, duly executed by each of the parties thereto other than the Buyer Parties, effective subject to and upon the Closing.
Non-Compete Undertaking. (a) During the Term of this Agreement, NBIX and its Affiliates shall not directly or indirectly, use, develop, market, distribute, import, commercialize, promote, offer for sale or sell any Competing Product within the Field and Territory.
(b) In the event that a Third Party becomes an Affiliate of NBIX after the Effective Date through merger, acquisition, consolidation or other similar transaction (other than a Change of Control of NBIX), and such Third Party, as of the closing date of such transaction, is conducting any activities with respect to a Competing Product that would cause NBIX to breach Section 2.8(a), then NBIX and its new Affiliate or Affiliates shall have […***…] from the closing date of such transaction to complete the Divestiture of such Competing Product. The conduct of activities with respect to such Competing Product by NBIX and any applicable Affiliate during such […***…] period shall not deemed a breach of this Section 2.8, provided that such new Affiliate conduct such activities with respect to such Competing Product during such […***…] period independent from the activities under this Agreement and does not use any BIAL Confidential Information, BIAL Patents, Development Intellectual Property or any BIAL Know-How in the conduct of such activities. *** Confidential Treatment Requested
