Non-Competition; Non-Disparagement. (a) The Optionee shall not, during the period beginning on the Grant Date and ending 6 (six) months(1) following the Date of Termination (the “Non-Compete Period”) of the Optionee’s status as a Service Provider (i) by the Company with or without Just Cause, (ii) by the Optionee for Good Reason or (iii) by the Optionee due to Retirement, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as a director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographical area in Canada or the United States where the Company, directly or indirectly, operates or actively is contemplating operating on or prior to the Date of Termination; provided, that, with respect to contemplated operations, the Company actually performs or contracts to perform operations in such geographical area prior to the date six (6) months(1) following the Date of Termination (the “Restricted Territories”); provided, however, that the Optionee shall be permitted to acquire and/or hold a passive stock interest in such a business provided that the stock interest acquired and/or held is publicly traded in Canada and/or the United States and is not more than two percent (2%) of the outstanding voting securities of such business. For the avoidance of doubt, the provisions of this Section 3.7 shall not modify or supersede in any manner any similar provisions set forth in the Optionee’s employment agreement with the Company.
Non-Competition; Non-Disparagement. For a period of three (3) years after the Closing Date, Seller and Sole Member agrees not to engage in any of the following competitive activities: (a) engaging directly or indirectly in any business or activity substantially similar to any business or activity engaged in (or scheduled to be engaged) by PVBJ or H/Cell; (b) engaging directly or indirectly in any business or activity competitive with any business or activity engaged in (or scheduled to be engaged) by PVBJ or H/Cell; (c) soliciting or taking away any employee, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor of PVBJ or H/Cell, or attempting to so solicit or take away; (d) interfering with any contractual or other relationship between PVBJ or H/Cell and any employee, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor; or (e) using, for the benefit of any person or entity other than PVBJ, any confidential information of PVBJ or H/Cell. In addition, neither party shall make or permit the making of any negative statement of any kind concerning PVBJ or the other party, or their respective affiliates, members, directors, officers or agents. Notwithstanding anything contrary to the foregoing, nothing in this Agreement shall prohibit Sole Member from serving as a Manager (as defined in the Pennsylvania Uniform Limited Liability Company Act of 2016) of Total Services Residential, LLC (“TSR”), provided, however, that Sole Member shall be prohibited from conducting day-to-day type of operations of TSR.
Non-Competition; Non-Disparagement. In consideration of AG's agreement to employ Spira under the terms of this Agreement, Spira agrees that he will not engage anywhere in the United States or Canada, directly or indirectly, in any business activities, either as principal, agent or consultant or through any corporation, firm or organization of which he may be an officer, director, employee, substantial shareholder, partner, member or be otherwise affiliated that are in competition with AG's businesses at such time, for the period of his employment hereunder and for three (3) years thereafter. Spira has carefully read and considered the provisions hereof and, having done so, agrees that the restrictions set forth herein (including, but not limited to, the time periods and geographical area of the restrictions) are fair and reasonably required for the protection of the interests of the Company. At no time during or after his employment with AG shall Spira, directly or indirectly, disparage AG or AG's management. In addition to all of the remedies otherwise available to the Company, including, but not limited to, recovery of damages and reasonable attorneys' fees incurred in the enforcement of this Agreement, the Company shall have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the provisions of paragraphs 4 and 5. All of the Company's remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies.
Non-Competition; Non-Disparagement. (a) Non-Competition. Seller and Parent each acknowledge that reasonable limits on their respective abilities to engage in activities competitive with Buyer in operation of the Business after Closing are warranted to protect Buyer's investment in acquiring same. Accordingly, Seller and Parent each covenant and agree that, commencing on the Closing Date and ending on the date that is five (5) years thereafter, none of Seller, Parent and the Seller Affiliates shall engage in any business that is in competition with the Business in the field of hemodialysis therapy (including the development, manufacturing, marketing, distribution or selling of products or any coating having a clinical utility that is similar to that provided by any Product or Acquired Asset as of the Closing Date for use in the field of hemodialysis therapy), whether directly or indirectly, through any Affiliate, partnership, licensee, joint venture or agent, or as a partner, owner, manager, operator, advisor, agent or consultant of or to any Person. Notwithstanding the foregoing, nothing herein shall prevent Seller, Parent, or any Seller Affiliate from (i) manufacturing, marketing, distributing, selling or providing services with respect to any coating or other technology for use outside the field of hemodialysis therapy, (ii) developing any coating or other technology for use outside the field of hemodialysis therapy that incidentally may also have application in the field of hemodialysis therapy, provided that such developed technology is not manufactured, marketed, distributed, sold or provided as a service by Seller, Parent, or any Seller Affiliate within the field of hemodialysis therapy, (iii) investing as a less than five percent (5%) shareholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system in which Seller, Parent, or such Seller Affiliate does not, directly or indirectly, exercise any operational or strategic control or otherwise participate in its management or operation, or (iv) conducting research and development activities in accordance with, and rendering those reports that are required by, that certain Research License, effective as of May 20, 2007, as amended, by and between Selenium, Ltd. and Seller.
Non-Competition; Non-Disparagement. In consideration of AG's agreement to employ Xxxxxxxxxxx under the terms of this Agreement, Xxxxxxxxxxx agrees that he will not for the following periods engage anywhere in the United States or Canada, directly or indirectly, in any business activities, either as principal, agent or consultant or through any corporation, firm or organization in which he may be an officer, director, employee, substantial shareholder, partner, member or be otherwise affiliated that are in competition with AG's businesses at such time: (i) for the period of his active employment from April 8, 2003, until September 30, 2003, and (ii) during the period he may exercise stock options under paragraph 4.b.v. above. Further, Xxxxxxxxxxx agrees that at no time following his signing of this Agreement will he directly or indirectly disparage to a third party AG, its affiliates and subsidiaries or any of AG's directors, officers, employees, agents and representatives.
Non-Competition; Non-Disparagement. (a) Executive hereby acknowledges that it is familiar with the Confidential Information of the Company Group. Executive acknowledges and agrees that the Company would be irreparably damaged if Executive were to provide services to any person competing with the Company Group engaged in a similar business and that such competition by Executive would result in a significant loss of goodwill by the Company. Therefore, Executive agrees that during the Restricted Period, Executive shall not (and shall cause each of Executive’s or his affiliates not to) directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business engaged directly or indirectly, in the business of the Company Group as conducted or proposed to be conducted as of the end of the CEO Term; provided, that nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded so long as Executive does not have any active participation in the business of such corporation.
Non-Competition; Non-Disparagement. During the period beginning on the Closing Date and ending on the third anniversary thereof (the “Restriction Period”), each Principal Shareholder will not, directly or indirectly, alone or in conjunction with any Entity (as defined below), (i) own, manage, operate or control or participate in the ownership, management, operation or control of, or become associated, as an employee, director, officer, advisor, agent, consultant, principal, partner, member or independent contractor with or lender to, any person, enterprise, firm, partnership, corporation, limited liability entity, cooperative or other entity (collectively, an “Entity”) engaged in or aiding others to engage in any business currently conducted by the Company or any of its Subsidiaries or any business substantially similar thereto in North America and Europe, provided that a Principal Shareholder may own less than 3% of the outstanding voting shares of any publicly held company or own an interest in any Entity no more than 10% of the gross sales revenue of which is derived from such business, or (ii) make any public statement disparaging or criticizing in any way the Company or the Purchaser or any of their respective Affiliates, or any products or services offered by any of these, except to the extent required by any Legal Requirement, and then only after consultation with the Purchaser to the extent possible.
Non-Competition; Non-Disparagement a. Consultant, during the Term, shall not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any capacity whatsoever, engage in any business activity that is competitive in any way with the business activity of the Company or any of its affiliates or any activity that is under development or active and serious consideration for development by the Company and is reasonably likely to develop during the Term into a material portion of the Company's overall business within the United States and any other geographical area in which the Company or any of its affiliates engage in such business. Nothing herein shall prevent the Consultant from: (i) a passive ownership interest of not more than five percent (5%) of the total outstanding stock of a publicly held company; or (ii) engaging in any activity with the prior written consent of the Company's board of directors.
Non-Competition; Non-Disparagement. Until the Final Departure Date and for a period of twenty-four (24) months thereafter, Executive shall comply with all non-competition, confidentiality and other restrictive covenants under the Proprietary Information Agreement and shall refrain from engaging in any activity that may be detrimental to the Company, including making or repeating any comment to the press or any other third party regarding the Company that may harm the Company's business interests or reputation, provided, however, Executive may give truthful testimony under subpoena.
Non-Competition; Non-Disparagement
