Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, Ascot agrees that from the date of this Agreement until September 30, 2002, Ascot and the officers and directors of Caribsun and Ascot (the "Ascot Parties") will not, whether for their own account or for the account or any other person, directly or indirectly:
(a) engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with or render services or advice to, any business, the products or services of which compete, in whole or in part, with the products or activities of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to the Closing Date has conducted its business.
(b) solicit any potential customer or client to which Caribsun has made a presentation, or with which Caribsun has been in contact, not to hire Caribsun, or to hire another company whether or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsun; or
(c) solicit the business of any company which is a customer or client of Caribsun, or was its customer or client within two years prior to the date of this Agreement;
(d) persuade or attempt to persuade any employee of Caribsun, or any individual who was its employee during the two years prior to the date of this Agreement, to leave Caribsun's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than Caribsun; or
(e) disclose or use any confidential information of Caribsun or any of their clients and customers. For purposes of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business of such entity as conducted prior to the Closing Date.
Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, each Shareholder individually agrees that from the date of this Agreement until August 31, 2008 such Shareholder will not, whether for their own account or for the account of any other person, directly or indirectly:
(a) engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with or render services or advice to, any business, the products or services of which compete, in whole or in part, with the products or activities of the Company in which the Company was engaged at the time up to the Closing Date;
(b) solicit any potential customer or client to which the Company has made a presentation, or with which the Company has been in contact, not to hire the Company, or to hire another company whether or not such Company Party had personal contact with such person during or by reason of his or its association with the Company; or
(c) solicit the business of any company, which is a customer or client of the Company, or was its customer or client within two years prior to the date of this Agreement;
(d) persuade or attempt to persuade any employee of the Company, or any individual who was its employee during the two years prior to the date of this Agreement, to leave the Company’s employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than the Company; or
(e) disclose or use any confidential information of the Company or any of their clients and customers. For purposes of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity’s operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business of such entity as conducted prior to the Closing Date.
(f) Notwithstanding the foregoing, the Shareholder’s duties and obligations under this Section 7.1 shall terminate if the Shareholders exercise their right to reacquire the Company’s technology pursuant to the terms of the Technology Agreement.
Non Competition Non Interference. Seller agrees (i) that for the two-year period commencing on the Closing Date, Seller shall not, and shall each cause its Subsidiaries not to (A) engage in or in any way, directly or indirectly, own, manage, operate, control, consult with, provide products and/or services to or participate in the ownership, management, operation or control of, provide financing to or otherwise advise or assist or be actively connected with, directly or indirectly, any enterprise or business which is of the type or character that engages in, or otherwise carries on, any business activity which in any other manner is in competition with the Brand Business, except that Seller may own, in the aggregate, 5% or less of the stock of any corporation which is listed on a national stock exchange or actively traded in the over-the-counter market; (B) solicit or attempt to solicit (other than on behalf of any Brand Company) any Person that is, or within two (2) years before the Closing Date was, a client, customer, supplier, licensee or business relation of the Brand Business, or who Seller, any Brand Company or any of their respective Subsidiaries solicited to be a client, customer, supplier or licensee of the Brand Business during such two (2)-year period, or induce or attempt to induce any such Person to cease, reduce or not commence doing business with any of the Brand Companies (or assist any other Person in engaging in any such activities); or (C) knowingly and intentionally interfere in any way with the relationship between any Brand Company and any Person that is or was a client, lender, investor, customer, supplier, licensee or other business relation of the Brand Business (or assist any other Person in engaging in any such activities); provided, however, that in no event shall Seller or any of their respective Affiliates be in violation of this Section 7.16(a) as a result of Seller or any of its respective Affiliates or Subsidiaries engaging in and operating the Gaia Business.
Non Competition Non Interference. Each of Parent and Purchaser hereby agrees that for the two (2)-year period commencing on the Closing Date, Parent and Purchaser shall not, and shall cause their respective Subsidiaries not to, within the continental United States or any other jurisdiction or marketing area in which the Gaia Business operates, (i) engage in or in any way, directly or indirectly, own, manage, operate, control, consult with, provide services to or participate in the ownership, management, operation or control of, provide financing to or otherwise advise or assist or be actively connected with, directly or indirectly, any enterprise or business which is of the type or character that engages in, or otherwise carries on, any business activity which in any other manner both (x) is in competition with the Gaia Business and (y) utilizes the “Gaiam” brand and related trademarks, except that Parent or Purchaser may own, in the aggregate, 5% or less of the stock of any corporation which is listed on a national stock exchange or actively traded in the over-the-counter market; or (ii) knowingly and intentionally interfere in any way with the relationship between the Gaia Business and any Person that is or was a client, lender, investor, customer, supplier, licensee or other business relation of the Gaia Business (or assist any other Person in engaging in any such activities); provided, however, that in no event shall Purchaser, any Brand Company or any of their respective Affiliates be in violation of this Section 7.17(b) as a result of Purchaser, any Brand Company or any of their respective Affiliates or Subsidiaries engaging in and operating the Brand Business in the manner that such business is conducted by Seller on the Closing Date.
Non Competition Non Interference. In consideration of the purchase of the Shares by Purchasers, from the Closing Date until the third anniversary of the Closing Date, none of the Sellers nor any Person set forth in Section 5.12 of the Sellers Disclosure Letter shall:
(i) within any jurisdiction or marketing area in which the Subject Companies are doing business as of the Closing Date (including Mexico, the U.S., Canada and Central America), directly or indirectly own, manage, operate, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Subject Companies within the two years prior to the Closing Date (any such business, a “Competing Business”). For these purposes, (A) ownership of securities of four percent (4%) or less of any class of securities of a publicly traded company shall not be considered to be competition to the extent such investment is merely of a passive nature and no rights to designate board members or officers in the company are granted to the Sellers or such Person pursuant to that investment, and (B) the sale of Comex branded products in Central America, other than Guatemala, shall not be considered to be competition;
(ii) persuade or attempt to persuade any potential customer or client to which the Sellers or any of the Subject Companies have made a presentation, or with which the Sellers or any of the Subject Companies have had discussions, not to purchase products sold or otherwise commercialized by any of the Subject Companies; or
(iii) solicit for Sellers or any Person other than the Purchasers or any of the Subject Companies the business of any Person which is a customer or client of the Sellers or any of the Subject Companies, or was their customer or client within one (1) year prior to the date of this Agreement or in any way interfere with the relationship between the Purchasers or any of the Subject Companies and any such Person or business relationship (including making any negative or disparaging statements or communications about the Purchasers or any of the Subject Companies).
Non Competition Non Interference a. For a period of two (2) years from the date of this Agreement (the "NONCOMPETITION PERIOD"), Seller agrees that he will not, and he will cause each of his Affiliates (as defined below) not to, directly or indirectly, (i) own, manage, operate, control, join, assist, lend money to, guarantee the obligation of, or participate in the ownership, management, operation or control of, or be connected as consultant, stockholder, director, officer, employee, or with, or participate in any manner with the start-up or set-up of, any Competitive Business (as defined below), or (ii) solicit or induce any individual during any period in which he or she is an employee of Purchaser or any of its Affiliates to terminate such employment or employed by any person or entity other than Purchaser or its Affiliates.
b. For purposes of this Agreement, the term "COMPETITIVE BUSINESS" means the provision of consulting and implementation services to users of PeopleSoft software in the Restricted Region (as defined below).
Non Competition Non Interference. In consideration of the numerous mutual promises contained in this Agreement, including, without limitation, those involving Confidential Information (as defined below) and in order to protect the Company's legitimate business interests, including the business and customer goodwill and the Company's Confidential Information, and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company, Pxxxxxxx covenants and agrees that during his employment by the Company and for a period of twenty-four (24) months after the date of Pxxxxxxx'x termination (for whatever reason), he shall not anywhere within the State of Texas or any other state where the Company or any affiliate is doing business at the time of termination, directly or indirectly compete in any way against CBond.
Non Competition Non Interference. 10.5.1 In consideration of the amounts payable by Buyer to Seller hereunder, Seller agrees that for a period of ten (10) years from the date of this Agreement, Seller shall not, and shall cause its Affiliates to not:
(a) within any jurisdiction worldwide, directly or indirectly own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, the manufacturing of in-vivo gastrointestinal swallowable devices. For these purposes, ownership of securities of one percent (1%) or less of any class of securities of a public company shall not be considered to be competition with the Seller;
(b) solicit for Seller or any person other than Buyer the business of manufacturing of in-vivo gastrointestinal swallowable devices of any person which is a customer or client of Buyer or any of its affiliates or in any way interfere with the business relationship between Buyer or any of its affiliates and any such person in any way engaged in such business.
Non Competition Non Interference. Confidential Information, Executive, during employment, will have, and has had, access to and become familiar with various confidential and proprietary information of the Bank Entities and/or relating to the business of the Bank Entities (“Confidential Information”), including, but not limited to: business plans; operating results; financial statements and financial information; contracts; mailing lists; purchasing information; customer data (including lists, names and requirements); feasibility studies; personnel related information (including compensation, compensation plans, and staffing plans); internal working documents and communications; and other materials related to the businesses or activities of the Bank Entities which is made available only to employees with a need to know or which is not generally made available to the public. Failure to mark any Confidential Information as confidential, proprietary or protected information shall not affect its status as part of the Confidential Information subject to the terms of this Agreement.
Non Competition Non Interference. A. I understand and agree that especially given my role as an executive with the Company or the Employer, the Company Group will provide me access to Proprietary Information during the course of my employment. In consideration of the use of this Proprietary Information, and in order to protect the legitimate business interests, goodwill, and Proprietary Information of the Company Group, I agree that, unless I receive prior written consent from the Company’s CEO or Chairman, for the entire period of my employment and for twelve (12) months after the date my employment terminates with the Company or the Employer for any reason, I will not directly or indirectly: (a) engage, own, manage, operate, finance, render services or otherwise participate in any business entity that competes, directly or indirectly, with the Company Group, as such are listed on Schedule A to this Agreement, which may be amended or supplemented by the Company from time to time in its sole discretion; or (b) interfere with, disrupt or damage or attempt to interfere with, disrupt or damage the business of the Company Group, or the relationships between the Company Group, and its customers, clients, vendors, or other business relationships.
B. If I am employed by the Company or the Employer primarily in the State of California or any other state or country that prohibits covenants not to compete, then Section 5(A) shall not apply.
C. I agree that the non-competition provision in Section 5(A) will not completely bar me from obtaining work in my chosen profession or inflict any undue hardship on me. Rather, it is reasonably and narrowly tailored to protect the Company Group’s business interests, and that because of the amount and nature of the Proprietary Information and customer relationships to which I have or will have access during my employment, as well as the fact that the Company Group has offices and employees globally, and that the nature of the Company Group’s business may be, and generally is, conducted globally and may be handled electronically and telephonically from anywhere, I acknowledge that the geographic reach of the non-competition restriction is reasonable.
D. If I reside outside the U.S. and the law of the country in which I work requires compensation during the period of restriction for the covenants not to compete to be enforceable, the Company or the Employer may arrange for the payment of such compensation as required under local law.
