Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two (2) years from and after the Closing Date, each of the Sellers severally covenants that he shall not, and shall cause his Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Company or any of the Subsidiaries (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a) shall not (i) restrict the acquisition by Sellers, directly or indirectly, of less than 10% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conducted. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may be inadequate and that Purchaser, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever. (b) For a period three (3) years from and after the Closing Date, each of the Sellers severally covenants that he shall not, and shall cause his Affiliates not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees of the Company or the Subsidiaries who are or become employees of Purchaser or its Affiliates; or (ii) cause, induce or encourage any material client, customer, supplier, or licensor of the Business to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited. (c) Each Seller severally covenants that it shall not, from and after the Closing Date, and shall use its respective best efforts to cause its Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). Sellers shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchange; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchange, the Sellers shall, to the extent reasonably possible, provide Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 7.7(c), “Confidential Information” shall mean any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.
Appears in 1 contract
Samples: Share Purchase Agreement (Warner Electric International Holding, Inc.)
Non-Competition; Non-Solicitation; Confidentiality. (a) For Directors of Freedom Fuels who, as a period two (2) years from and after the Closing Date, each result of the Sellers severally covenants that he Transaction, become directors of Soy Energy shall not, and shall cause his Affiliates not towhile serving as a director or officer of Soy Energy, directly or indirectly, own, manage, engage in, operate, operate or control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Company or any of the Subsidiaries Business (a “Restricted Business”); provided, however, that except solely through the restrictions contained in this Section 7.7(a) shall not (i) restrict the acquisition by Sellers, directly or indirectly, ownership of equity comprising less than 10% twenty percent (20%) of the outstanding capital stock interests of any publicly traded company engaged in a such Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conductedBusiness. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may will be inadequate and that Purchaser, in addition to any other relief available to it, may shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
(b) For a period three from the Closing Date to the fifth (35th) years from and after anniversary of the Closing Date, each neither the Company nor any of the Sellers severally covenants that he shall not, and shall cause his Affiliates not to, directly or indirectlyits Subsidiaries shall: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees of the Company to leave such employment or the Subsidiaries who are hire, employ or become employees of Purchaser or its Affiliatesotherwise engage any such individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, supplier or licensor of the Business (including any existing or former customer of the Company and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally The covenants that it shall notand undertakings contained in this Section 6.7 relate to matters which are of a special, from unique and after extraordinary character and a violation of any of the Closing Date, and shall use its respective best efforts terms of this Section 6.7 will cause irreparable injury to cause its Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any Confidential Information (as defined below)breach of this Section 6.7 will be inadequate. Sellers shall not have Therefore, Purchaser will be entitled to an injunction, restraining order or other equitable relief from any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations court of any securities exchange; provided, however, that competent jurisdiction in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchange, the Sellers shall, to the extent reasonably possible, provide Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes breach of this Section 7.7(c)6.7. The rights and remedies provided by this Section 6.7 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or at law or in equity.
(d) The parties hereto agree that, “Confidential Information” shall mean if any confidential information with respect to the Businesscourt of competent jurisdiction in a final nonappealable judgment determines that a specified time period, the Company a specified geographical area, a specified business limitation or any other relevant feature of the Subsidiariesthis Section 6.7 is unreasonable, including methods of operationarbitrary or against public policy, customer liststhen a lesser time period, productsgeographical area, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets business limitation or other specialized information or proprietary matters. “Confidential Information” does relevant feature which is determined by such court to be reasonable, not include, arbitrary and there shall not against public policy may be no obligation hereunder with respect to, information that (i) is generally available to enforced against the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunderapplicable party.
Appears in 1 contract
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two of (25) years from and after the Closing Date, each of the Sellers severally covenants that he shall not, and shall cause his their Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business manufacturing, marketing, research and development of diagnosis equipment and reagents with respect to (i) prenatal, neonatal and maternal testing; and (ii) infectious diseases, Hepatitis B and other related diseases or that otherwise competes with the Company or any of the Subsidiaries (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a6.7(a) shall not (i) restrict the acquisition by the Sellers, directly or indirectly, of less than 101% of the outstanding share capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conducted. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may be inadequate and that Purchaser, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoeverBusiness.
(b) For a period three of (35) years from and after the Closing Date, each of the Sellers severally covenants that he shall not, and shall cause his their directors, officers, employees and Affiliates not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees employees of the Company or the Subsidiaries who are to leave such employment or become employees of Purchaser hire, employ or its Affiliatesotherwise engage any such individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, end-user, supplier, or licensor of the Business Company or any of the Subsidiaries (including any existing or former customer or end-user of the Company or the Subsidiaries and any Person that becomes a client, customer or end-user of the Company or any of the Subsidiaries after the Closing) or any other Person who has a material business relationship or course of dealing with the Company or any of the Subsidiaries or its business, to terminate or modify to the detriment of the Company any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limitedrelationship or course of dealing.
(c) Each Seller severally covenants that it shall not, from From and after the Closing Date, the Sellers shall not and shall use its respective best efforts to cause its their directors, officers, employees and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser Buyer or use or otherwise exploit for its own benefit or for the benefit of anyone other than PurchaserBuyer, any Confidential Information (as defined below). The Sellers shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchangeapplicable Law; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchangeLaw, the Sellers shall, to the extent reasonably possible, provide Purchaser Buyer with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser Buyer may seek an appropriate protective order. For purposes of this Section 7.7(c6.7(c), “Confidential Information” shall mean means any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customer or end-user lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.Trade
Appears in 1 contract
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two (2) years from and after the date hereof until the second anniversary of the Closing DateDate (“Restricted Period”), Lxxxxxxx and Hxxxxxxx (each of the Sellers severally covenants that he a “Restricted Seller Party”) shall not, and shall cause his Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control of, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Company or any of the Subsidiaries Business (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a6.5(a) shall not (i) restrict the acquisition by Sellersa Restricted Seller Party, directly or indirectly, of less than 10% one percent of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conducted. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may be inadequate and that Purchaser, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoeverBusiness.
(b) For a period three (3) years from and after During the Closing DateRestricted Period, each of the Sellers severally covenants that he Restricted Seller Party shall not, and shall cause his Affiliates not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee employees of Company to leave his such employment with the Company or any Subsidiary or offer employment to or hire, employ or conclude otherwise engage any contract for services with any Key Employees of the Company or the Subsidiaries who are or become employees of Purchaser or its Affiliatessuch individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, supplier or licensor of the Business (including any existing or former customer or partner of Company and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from From and after the Closing Datedate hereof, each Seller Party shall not and shall use its respective best efforts to cause its Affiliates and its and their respective officers and directors not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser Company and Buyer or use or otherwise exploit for its own benefit or for the benefit of anyone other than PurchaserCompany or Buyer, any Confidential Information (as defined below). Sellers Seller Parties and their respective officers, directors and Affiliates shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchangeLaw; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchangeLaw, the Sellers applicable Seller Party shall, to the extent reasonably possiblepossible and permitted by Law, provide Purchaser Buyer with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser Buyer may seek an appropriate protective order. For purposes of this Section 7.7(c6.5(c), “Confidential Information” shall mean means any confidential information with respect to Company and the Business, the Company or any of the Subsidiaries, including methods of operation, customers, customer lists, products, prices, fees, costs, Technologytechnology, inventions, Trade Secretstrade secrets, know-how, Softwaresoftware, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” Information does not include, and there shall be no obligation hereunder with respect to, include information that (i) is generally available to the public on the date of this Agreement hereof or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunderthereunder.
Appears in 1 contract
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two (2) years from and after the Closing Date until the fifth anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, and shall cause his Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control of, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Company or any of the Subsidiaries Business (a “"Restricted Business”"); provided, however, that the restrictions contained in this Section 7.7(a) shall not (i) restrict the acquisition by Sellers, directly or indirectly, of less than 10% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conducted. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may will be inadequate and that PurchaserParent, in addition to any other relief available to it, may shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
(b) For a period three (3) years from and after the Closing Date to the fifth anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, and shall cause his Affiliates not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee Employees of Seller to leave his such employment with the Company or any Subsidiary or offer employment to or hire, employ or conclude otherwise engage any contract for services with any Key Employees of the Company or the Subsidiaries who are or become employees of Purchaser or its Affiliatessuch individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, supplier or licensor of the Business (including any existing or former customer of Seller and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from From and after the Closing Datedate hereof, Seller shall not and shall use its respective best efforts to cause its Affiliates and their respective officers and directors not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser Parent or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaserthe Parent, any Confidential Information (as defined below). Sellers Seller and its officers, directors and Affiliates shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchangelaw; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchangeLaw, the Sellers Seller shall, to the extent reasonably possible, provide Purchaser Parent with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser Parent may seek an appropriate protective order. For purposes of this Section 7.7(c), “"Confidential Information” shall mean " means any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customers, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” Information does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Darling International Inc)
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two (2) years from and after the Closing Date, each of the Sellers severally covenants that he shall not, and shall cause his Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Company or any of the Subsidiaries (a “"Restricted Business”"); provided, however, that the restrictions contained in this Section 7.7(a) shall not (i) restrict the acquisition by Sellers, directly or indirectly, of less than 10% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conducted. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may be inadequate and that Purchaser, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
(b) For a period three (3) years from and after the Closing Date, each of the Sellers severally covenants that he shall not, and shall cause his Affiliates not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees of the Company or the Subsidiaries who are or become employees of Purchaser or its Affiliates; or (ii) cause, induce or encourage any material client, customer, supplier, or licensor of the Business to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from and after the Closing Date, and shall use its respective best efforts to cause its Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). Sellers shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchange; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchange, the Sellers shall, to the extent reasonably possible, provide Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 7.7(c), “"Confidential Information” " shall mean any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “"Confidential Information” " does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.
Appears in 1 contract
Samples: Share Purchase Agreement (Altra Industrial Motion, Inc.)
Non-Competition; Non-Solicitation; Confidentiality. (a) For Except with respect to Sellers' manufacturing Products for Purchaser pursuant to the Manufacturing Agreement or as otherwise provided for in Section 3.3, for a period two from the Closing Date until the seventh (27th) years from and after anniversary of the Closing Date, each of the Sellers severally covenants that he shall not, not and shall cause his Affiliates their Subsidiaries not to, to directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control of, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes marketing, promoting, distributing and selling of pharmaceutical products competitive with the Company or any of the Subsidiaries Products (a “"Restricted Business”)") in the Territory; provided, however, that the restrictions contained in this Section 7.7(a8.9(a) shall not (i) restrict the acquisition by Sellers, directly or indirectly, of less than 102% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business Business; provided, further, however, that, except as otherwise provided for in Section 3.3, nothing contained herein shall preclude Sellers or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conducted. The parties hereto specifically acknowledge and agree that the remedy at law their Affiliates from developing or manufacturing products for any breach of the foregoing may be inadequate and that Purchaser, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoeverthird parties.
(b) For a period three of one (31) years year from and after the Closing Date, each of the Sellers severally covenants that he shall not, not and shall cause his Affiliates their Subsidiaries not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees employees of the Company or the Subsidiaries Sellers who are or become employees of Purchaser or its AffiliatesAffiliates to leave such employment or hire, employ or otherwise engage any such individual; or (ii) cause, induce or encourage any material client, customer, supplier, or licensor of the Business (including any existing customer of Sellers and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or modify any such relationship; provided that the foregoing shall not apply to general advertisements in newspapers, newsletters, magazines, commercials, billboards, or other media outlets.
(c) For the period commencing on the date hereof and continuing until one (1) year from the Closing Date, Purchaser shall not and shall cause its Affiliates not to: (i) cause, solicit, induce or encourage any employees of Sellers or their Affiliates, except as set forth in Schedule 9.1, to become employees of Purchaser or its Affiliates to leave such employment or hire, employ or otherwise engage any such individual without the prior written consent of Sellers; or (ii) cause, induce or encourage any material actual client, customer, supplier, or licensor of Sellers or their Affiliates, except as set forth in Schedule 9.1 (including any existing customer of Sellers, their Affiliates, or the Business and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Sellers, their Affiliates or the Business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(cd) Each Seller severally covenants that it The confidentiality agreement between Purchaser and Parent dated November 12, 2004 (the "Confidentiality Agreement") shall not, from remain in effect and terminate upon the earlier to occur of the Closing and as otherwise provided in the Confidentiality Agreement. From and after the Closing Date, none of Sellers or Purchaser shall, and each shall use its cause their respective best efforts to cause its Affiliates Affiliates, officers and directors (collectively, with Sellers or Purchaser, as applicable, a "Receiving Party") not to, directly or indirectly, disclosewithout the prior written consent of the other (the "Disclosing Party"), reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, disclose any Confidential Information (as defined below). Sellers shall not have ) of the Disclosing Party to any Person, except to a Receiving Party's or its Affiliates' employees or representatives who need to know such information for any reason contemplated by this Agreement (and then only to the extent that such Persons are under an obligation to keep confidential (maintain the confidentiality of the Confidential Information), or cause its officers, directors or Affiliates to keep confidential) use any Confidential Information if of the Disclosing Party for any reason other than contemplated by this Agreement unless such Receiving Party has (i) consulted with the Disclosing Party and to obtained the extent disclosure thereof is specifically required Disclosing Party's prior written consent or (ii) been advised by Law or Order or pursuant to the regulations of any securities exchange; provided, however, counsel that in the event disclosure is required to be made under Applicable Law, legal process, subpoena, litigation, discovery requests or demands from a Governmental Body or other legal compulsion, or the requirements of a national securities exchange or another similar regulatory body. In the event that the Receiving Party is required by applicable Law subpoena, civil investigative demand, interrogatories, requests for information, or Order or pursuant other similar process, as provided for in the preceding sentence, to the regulations of disclose any securities exchangeConfidential Information, the Sellers shall, to Receiving Party shall provide the extent reasonably possible, provide Purchaser Disclosing Party with reasonably prompt written notice of such requirement prior to making any disclosure demands so that Purchaser the Disclosing Party may seek an appropriate protective order; provided, however, to the extent that the Disclosing Party does not seek a protective order or it is denied a protective order, such disclosure of Confidential Information by the Receiving Party shall not constitute a breach of this Agreement. Notwithstanding the foregoing, Sellers shall not make any filings with the Bankruptcy Court or otherwise permit any filings to be made with respect to any Confidential Information of Purchaser without the reasonable prior written consent of Purchaser, and Sellers further agree that any such filings shall be made under seal pursuant to section 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 to the extent reasonably requested by Purchaser. For purposes of this Section 7.7(c), “Confidential Information” shall mean any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.of
Appears in 1 contract
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two (2) years from and after the date hereof until the third anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, not and shall cause his Affiliates Parent and its Subsidiaries not to (other than Market Street, the Market Street Joint Ventures, River City Mortgage Services, LLC and any other joint venture in which Market Street has an ownership interest or for which Market Street provides origination, marketing, warehouse or administrative services in the Ordinary Course of Business) not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control of, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business business conducted or that engaged in by NetBank Finance, accepting any deposits, originating, purchasing, selling, retaining or servicing any loans or leases which are of a type originated, purchased, sold, retained or serviced by Purchaser or Seller, providing any banking or related services or otherwise competes competing with Purchaser other than any business or operations relating to the Company or any of the Subsidiaries Excluded Assets (a “Restricted Business”)) in North America; provided, however, that the restrictions contained in this Section 7.7(a) shall not (i) restrict the acquisition by SellersSeller from acquiring, directly or indirectly, of less than 102% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conducted. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may be inadequate and that Purchaser, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoeverBusiness.
(b) For a period three (3) years from and after the date hereof to the third anniversary of the Closing Date, Seller shall not and each of the Sellers severally covenants that he shall not, and shall cause his Affiliates each Parent and its Subsidiaries not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees of the Company or the Subsidiaries who are or become employees of Purchaser or its Affiliates; Affiliates to leave such employment or hire, employ or otherwise engage any such individual.
(iic) For a period from the date hereof to the third anniversary of the Closing Date, Seller shall not, and each shall cause Parent and its Subsidiaries not to, directly or indirectly, cause, induce or encourage any material Person who is an actual or prospective client, customer, broker, correspondent, supplier, or licensor of Seller or the Business Subsidiaries as of the date hereof or of the Closing Date to terminate or modify any such actual or prospective relationship. Further, for a period of three years after the Closing Date, Seller shall not (i) maintain any list of the Seller’s Former Depositors for the purpose of marketing loans or attracting deposits, (ii) specifically target and solicit customers of Seller or Purchaser using any customer or mailing list which consists primarily of customers of Seller; provided, however, that nothing in this Section 7.7(b) these restrictions shall not restrict general mass mailings, telemarketing calls, statement stuffers and other similar communications directed to all customers of Seller or Seller’s Affiliates, or to the public or newspaper, radio, television or Internet advertisements of a general nature or otherwise prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) Seller from continuing taking such actions as may be required to provide services that do not compete directly comply with the Business to Xxxx Graphics Limitedany applicable Law.
(cd) Each Seller severally covenants that it shall not, Confidentiality For a period from and after the date hereof to the third anniversary of the Closing Date, Seller shall not and shall use cause Parent and its Subsidiaries and Parent and its and such Subsidiaries’ respective best efforts to cause its Affiliates officers, and directors not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than the Purchaser, any Confidential Information (as defined below). Sellers Neither Seller nor its respective officers, directors and Parent or its Subsidiaries shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchangeLaw; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchange, the Sellers shall, to the extent reasonably possible, provide Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 7.7(c), “Confidential Information” shall mean any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.disclosure
Appears in 1 contract
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two from the Closing until the fifth (25th) years from and after anniversary of the Closing Date, each of the Sellers severally covenants that he shall notno Seller shall, and each Seller shall cause his its Affiliates not toto not, directly or indirectly, own, manage, engage in, operate, operate or control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business convenience store distribution business or that otherwise competes with the Company or Business in any of state in which the Subsidiaries Business currently operates (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a) shall not (i) restrict the acquisition by Sellersany Seller, directly or indirectly, of less than 10% two percent (2%) of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conducted. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may be inadequate and that Purchaser, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoeverBusiness.
(b) For a period three from the Closing until the fifth (35th) years from and after anniversary of the Closing Date, each of the Sellers severally covenants that he shall notno Seller shall, and each Seller shall cause his its Affiliates to not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees of the Company or the Subsidiaries who are or become employees becomes an employee of Purchaser or its Affiliates; Subsidiaries to leave such employment or hire, or employ or otherwise engage any such individual, or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, supplier or licensor of the Business (including any existing or former customer of any Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a business relationship with the Business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall notExcept as set forth in Section 7.7(c) of the Disclosure Schedule, from and after the Closing Datedate hereof, no Seller shall, and each Seller shall use its respective best efforts to cause its Affiliates not toAffiliates, officers and directors to not, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser Purchaser, or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below)Information. Sellers No Seller shall, and its Affiliates, officers and directors shall not not, have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law or Order necessary for purposes of proving a claim or pursuant to the regulations of asserting a defense in any securities exchangeLegal Proceeding; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchangeLaw, the Sellers shall, to the extent reasonably possible, such Seller shall provide Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order; provided, further, however, that in the event disclosure is necessary for purposes of proving a claim or asserting a defense in any Legal Proceeding (other than a Legal Proceeding between Purchaser and any Seller), each Seller shall have its legal counsel in such litigation issue an opinion to Purchaser certifying such fact. For purposes of this Section 7.7(c), “Confidential Information” shall mean means any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customers, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” Information does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two (2) years from and after the date hereof until the third anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, not and shall cause his its Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control of, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business any activity similar to or that otherwise competes with the Company or any of the Subsidiaries Business (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a) shall not (i) restrict the acquisition by Sellers, directly or indirectly, of less than 10% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conducted. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may be inadequate and that Purchaser, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
(b) For a period three (3) years from and after the date hereof to the third anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, not and shall cause his its Affiliates and the directors, officers, employees and agents of such Affiliates not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees employees of the Company or the Subsidiaries who are to leave such employment or become employees of Purchaser hire, employ or its Affiliatesotherwise engage any such individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, supplier or licensor of the Business (including any existing or former customer of the Company or the Subsidiaries and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from From and after the Closing Datedate hereof, Seller shall not and shall use its respective best efforts to cause its Affiliates and their respective officers, directors employees and agents not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). Sellers Seller and its Affiliates and their respective officers, directors, employees and agents shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchangeLaw; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchangeLaw, the Sellers they shall, to the extent reasonably possible, provide Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 7.7(c), “Confidential Information” shall mean means any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customers, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” Information does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunderthereunder.
Appears in 1 contract
Samples: LLC Membership Interest Purchase Agreement (Fushi International Inc)
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two from the date hereof until the fourth (24th) years from and after anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, not and shall cause his Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in its Subsidiaries and successors (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Company including successors of Seller or any of its Subsidiaries or any assignee or purchaser of the Subsidiaries (Atlas Product Line or any material portion thereof) not to engage in a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a5.1(a) shall not (i) restrict the acquisition by SellersSeller, directly or indirectly, of less than 102% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conductedBusiness. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may will be inadequate and that each Purchaser, in addition to any other relief available to it, may shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
(b) . For a period three from the date hereof to the second (32nd) years from anniversary of the Closing Date, Seller shall not and shall cause its Subsidiaries and, with respect to clause (i) below, successors (including successors of Seller or any of its Subsidiaries of any Qualifying Assets retained by Seller and its Subsidiaries after the Closing Date, each of the Sellers severally covenants that he shall not, ) and shall cause his Affiliates their respective employees not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee Transferred Employees to leave his employment with the Company Sale Business (other than through general advertising or any Subsidiary other general solicitation not targeted to the Transferred Employees) or offer employment to or hire, employ or conclude otherwise engage any contract for services with any Key such individual; provided, however, in respect of successors, those Transferred Employees in respect of whom the Company or the Subsidiaries who are or become employees of Purchaser or its Affiliatesrestrictions set forth in this Section 5.1(b) apply shall be limited to those listed on Schedule 5.1(b); or (ii) cause, induce or encourage any material actual client, customer, supplier, supplier or licensor of the Sale Business (including any existing or former customer of Seller or its Subsidiaries of the Sale Business) or any other Person who has a material business relationship with the Sale Business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing the restrictions set forth in this Section 7.7(bconnection with clause (ii) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limitedapply to those entities listed in Schedule 1.1(c) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from and after the Closing Date, and shall use its respective best efforts to cause its Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). Sellers shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant such entities are successors to the regulations of any securities exchange; providedassets, however, that other than in the event disclosure is required by applicable Law or Order or pursuant to the regulations ordinary course of any securities exchangebusiness consistent with past practices, the Sellers shall, to the extent reasonably possible, provide Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 7.7(c), “Confidential Information” shall mean any confidential information with respect to the Business, the Company or any of the Seller and its Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Zilog Inc)
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two from the date hereof until the third (23rd) years from and after anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, not and shall cause his Affiliates its Subsidiaries not to, to directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control of, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Company or any Seller’s business as of the Subsidiaries date hereof and during the preceding twelve (12) months, including the production and sale of PowerPC and FPGA based single board computer products (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a8.5(a) shall not (i) restrict the acquisition by SellersSeller, directly or indirectly, of less than 102% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conductedBusiness. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may will be inadequate and that Purchaser, in addition to any other relief available to it, may shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
(b) For a period three from the date hereof to the third (33rd) years from and after anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, not and shall cause his Affiliates its Subsidiaries not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees employees of the Company or the Subsidiaries Seller who are or become employees of Purchaser or its AffiliatesAffiliates to leave such employment or hire, employ or otherwise engage any such individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, or licensor of Seller’s business (including any existing or former customer of Seller and any Person that becomes a client or customer of Seller’s business after the Business Closing) or any other Person who has a material business relationship with Seller’s business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from From and after the Closing Datedate hereof, Seller shall not and shall cause its Subsidiaries and their respective officers, and shall use its respective best efforts to cause its Affiliates directors not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). Sellers Seller and its officers, directors and Subsidiaries shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchangelaw; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchangeLaw, the Sellers Seller shall, to the extent reasonably possible, provide Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 7.7(c8.5(c), “Confidential Information” shall mean any confidential information with respect to the BusinessSeller’s business, the Company or any of the Subsidiariesincluding, including methods of operation, customers, customer lists, productsProducts, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunderthereunder. This Section 8.5 shall not in any way limit the disclosure of information (x) by Seller in connection with the and prosecution of the Chapter 11 Case or (y) regarding Seller to other bidders or potential bidders to the extent specifically permitted by this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Teraforce Technology Corp)
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two (2) years from and after the date hereof until the fifth anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, not and shall cause his its Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control of, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business convenience store distribution business or that otherwise competes with the Company or any of the Subsidiaries Business (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a7.6(a) shall not (i) restrict the acquisition by SellersSeller, directly or indirectly, of less than 102% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conductedBusiness. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may will be inadequate and that PurchaserPurchaser or Parent , in addition to any other relief available to itthem, may shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
(b) For a period three (3) years from and after the date hereof to the fifth anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, not and shall cause his its partners, officers, and Affiliates not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees of the Company or the Subsidiaries Seller who are or become employees of Purchaser or its Affiliatesanother Affiliate of Parent to leave such employment or hire, employ or otherwise engage any such individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, supplier or licensor of the Business (including any existing or former customer of Seller and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from From and after the Closing Datedate hereof, Seller shall not and shall use its respective best efforts to cause its Affiliates and their respective officers, and directors not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). Sellers shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchange; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchange, the Sellers shall, to the extent reasonably possible, provide Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 7.7(c), “Confidential Information” shall mean any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.,
Appears in 1 contract
Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)
Non-Competition; Non-Solicitation; Confidentiality. (a) For If the Bankruptcy Court approves the Sale Order and the transactions contemplated by this Agreement are consummated, then for a period two from the Closing Date until the third (23rd) years from and after anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, and shall cause his Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control of, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Company or any Seller’s business as of the Subsidiaries date hereof and during the preceding twelve (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a12) shall not (i) restrict the acquisition by Sellers, directly or indirectly, of less than 10% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conductedmonths. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may will be inadequate and that Purchaserthe Buyer, in addition to any other relief available to it, may shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
(b) For If the Bankruptcy Court approves the Sale Order and the transactions contemplated by this Agreement are consummated, then for a period three from the date hereof to the third (33rd) years from and after anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, and shall cause his Affiliates not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees employees of the Company Seller or the Subsidiaries ACEL who are or become employees of Purchaser the Buyer or its Affiliatestheir Affiliates to leave such employment or hire, employ or otherwise engage any such individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, or licensor of the Seller’s Business (including any existing or former customer of the Seller and any Person that becomes a client or customer of the Seller’s Business after the Closing) or any other Person who has a material business relationship with the Seller’s Business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from From and after the Closing Datedate hereof, the Seller shall not and shall cause its Affiliates not to and shall use its respective best commercially reasonable efforts to cause each of its Affiliates and its Affiliates’ respective officers, directors, employees, accountants, counsel, consultants, advisors and agents not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser the Buyer or use or otherwise exploit for its their own benefit or for the benefit of anyone other than Purchaserthe Buyer, any Confidential Information (as defined below). Sellers The Seller and its officers, directors and subsidiaries shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchangeLaw; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchangeLaw, the Sellers Seller shall, to the extent reasonably possible, provide Purchaser the Buyer with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser the Buyer may seek an appropriate protective order. For purposes of this Section 7.7(c8.6(c), “Confidential Information” shall mean any confidential information with respect to the Seller’s Business, the Company or any of the Subsidiariesincluding, including methods of operation, customers, customer lists, productsProducts, prices, fees, costs, Technologytechnology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder. This Section 8.6 shall not in any way limit the disclosure of information by the Seller in connection with the prosecution of the Chapter 11 Case. Prior to the Closing Date and after any termination of this Agreement, the Confidentiality Agreement shall remain in full force and effect. After the Closing has occurred, the Confidentiality Agreement shall be terminated to the extent relating to the Purchased Assets and Assumed Liabilities and the employees of the Seller, and shall, with respect to any of the Excluded Assets and Excluded Liabilities, remain in full force and effect.
Appears in 1 contract
Non-Competition; Non-Solicitation; Confidentiality. (a) For Except with respect to Sellers' manufacturing Products for Purchaser pursuant to the Manufacturing Agreement or as otherwise provided for in Section 3.3, for a period two from the Closing Date until the seventh (27th) years from and after anniversary of the Closing Date, each of the Sellers severally covenants that he shall not, not and shall cause his Affiliates their Subsidiaries not to, to directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control of, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes marketing, promoting, distributing and selling of pharmaceutical products competitive with the Company or any of the Subsidiaries Products (a “"Restricted Business”)") in the Territory; provided, however, that the restrictions contained in this Section 7.7(a8.9(a) shall not (i) restrict the acquisition by Sellers, directly or indirectly, of less than 102% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business Business; provided, further, however, that, except as otherwise provided for in Section 3.3, nothing contained herein shall preclude Sellers or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conducted. The parties hereto specifically acknowledge and agree that the remedy at law their Affiliates from developing or manufacturing products for any breach of the foregoing may be inadequate and that Purchaser, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoeverthird parties.
(b) For a period three of one (31) years year from and after the Closing Date, each of the Sellers severally covenants that he shall not, not and shall cause his Affiliates their Subsidiaries not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees employees of the Company or the Subsidiaries Sellers who are or become employees of Purchaser or its AffiliatesAffiliates to leave such employment or hire, employ or otherwise engage any such individual; or (ii) cause, induce or encourage any material client, customer, supplier, or licensor of the Business (including any existing customer of Sellers and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or modify any such relationship; provided that the foregoing shall not apply to general advertisements in newspapers, newsletters, magazines, commercials, billboards, or other media outlets.
(c) For the period commencing on the date hereof and continuing until one (1) year from the Closing Date, Purchaser shall not and shall cause its Affiliates not to: (i) cause, solicit, induce or encourage any employees of Sellers or their Affiliates, except as set forth in Schedule 9.1, to become employees of Purchaser or its Affiliates to leave such employment or hire, employ or otherwise engage any such individual without the prior written consent of Sellers; or (ii) cause, induce or encourage any material actual client, customer, supplier, or licensor of Sellers or their Affiliates, except as set forth in Schedule 9.1 (including any existing customer of Sellers, their Affiliates, or the Business and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Sellers, their Affiliates or the Business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(cd) Each Seller severally covenants that it The confidentiality agreement between Purchaser and Parent dated November 12, 2004 (the "Confidentiality Agreement") shall not, from remain in effect and terminate upon the earlier to occur of the Closing and as otherwise provided in the Confidentiality Agreement. From and after the Closing Date, none of Sellers or Purchaser shall, and each shall use its cause their respective best efforts to cause its Affiliates not toAffiliates, directly officers and directors (collectively, with Sellers or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). Sellers shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchange; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchange, the Sellers shall, to the extent reasonably possible, provide Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 7.7(c), “Confidential Information” shall mean any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.applicable,
Appears in 1 contract
Samples: Asset Purchase Agreement (Xanodyne Pharmaceuticals Inc)
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two of three (23) years from and after the Closing Date, each without the written consent of the Purchaser, the Sellers severally covenants that he shall not, and shall cause his their Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Company or any of the Subsidiaries Business (a “Restricted Business”)) in the United States; provided, however, that the restrictions contained in this Section 7.7(a7.3(a) shall not (i) restrict the acquisition by the Sellers, directly or indirectly, of less than 10% two percent (2%) of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conductedBusiness. The parties hereto specifically acknowledge and agree that the remedy at law Law for any breach of the foregoing may will be inadequate and that the Purchaser, in addition to any other relief available to it, may shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever. For purposes of this Section 7.3(a), a “Restricted Business” shall not include the Sellers’ business activities at any properties governed by a Returned XXX Agreement.
(b) For a period of three (3) years from and after the Closing Date, each of the Sellers severally covenants that he shall not, and shall cause his their Affiliates not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Business Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees of the Company or the Subsidiaries who are or become employees of the Purchaser or its AffiliatesAffiliates to leave such employment or hire, employ or otherwise engage any such individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, or licensor of the Business (including any existing or former customer of the Business and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from From and after the Closing DateDate and continuing for a three-year period thereafter, the Sellers shall not, and shall use its respective best efforts to cause its Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than the Purchaser, any Confidential Information (as defined below). Sellers shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchangeInformation; provided, however, that in the event disclosure of any Confidential Information is required by applicable Law or Order or pursuant to the regulations of any securities exchangeLaw, the Sellers shall, to the extent reasonably possible, provide the Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that the Purchaser may seek an appropriate protective order. For purposes of this Section 7.7(c), “The Sellers shall not have any obligation to keep confidential any Confidential Information” shall mean any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information Information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.
(d) The covenants and undertakings contained in this Section 7.3 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 7.3 will cause irreparable injury to the parties, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, the Purchaser will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 7.3 without the necessity of proving actual damage or posting any bond whatsoever The rights and remedies provided by this Section 7.3 are cumulative and in addition to any other rights and remedies which the Purchaser may have hereunder or at law or in equity.
(e) The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 7.3 is unreasonable, arbitrary or against public policy, then a lesser period of time, geographical area, business limitation or other relevant feature which is determined to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.
Appears in 1 contract
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two (2) years from and after the Closing Date until the fifth anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, not and shall cause his Affiliates its officers and employees so long as they serve in such capacities not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control of, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Company or any of the Subsidiaries Business (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a7.2(a) shall not (i) restrict the acquisition by Sellersthe Seller, directly or indirectly, of less than 102% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conductedBusiness. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may will be inadequate and that Purchaser, in addition to any other relief available to it, may shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
(b) For a period three (3) years from and after the Closing Date to the fifth anniversary of the Closing Date, each of the Sellers severally covenants that he Seller shall not, not and shall cause his Affiliates its managers, directors, officers and employees not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee Transferred Employees to leave his the employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees of the Company or the Subsidiaries who are or become employees of Purchaser or its Affiliateshire, employ or otherwise engage any such individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, supplier (including any content providers) or licensor of the Business (including any existing or former customer of the Seller and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from From and after the Closing Date, the Seller and the Stockholders shall not and shall use its cause their respective best efforts to cause its officers, directors and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than the Purchaser, any Confidential Information (as defined below)Information. Sellers The Seller and the Stockholders and their respective officers, directors and Affiliates shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchangeapplicable Law; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchangeLaw, the Sellers Seller or such Stockholder shall, to the extent reasonably possible, provide Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of Notwithstanding any other provision in this Section 7.7(c)Agreement, “Confidential Information” shall mean any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, Purchaser and there shall be no obligation hereunder with respect to, information its Affiliates understand and agree that (i) is generally available to the public on Stockholders and their representatives are in the date business of this Agreement or evaluating technologies, business plans and the potential development plans of a large number of companies, and (ii) becomes generally available the Stockholders may retain certain Confidential Information in their unaided memory without reference to any copies of such Confidential Information (the portion(s) of such Confidential Information which are retained in such a Stockholder’s unaided memory without reference to any written, electronic or other fixed form, shall be known as “Residual Information”). Accordingly, Purchaser and its Affiliates acknowledge that such Stockholders and their representatives and affiliates, may have in the past or may in the future hold discussions with, evaluate an investment in, or develop an investment relationship with, one or more companies who could be deemed to be competitive with Purchaser or the Purchased Assets. Therefore, neither the use of Residual Information (that otherwise complies with this Section 7.2(c)) in evaluating, making or managing such investments or investment relationships nor such Stockholders’ nor their representatives’ or affiliates’ relationship with or investment in any other company shall in itself be deemed to be a violation of this Section.
(d) The covenants and undertakings contained in this Section 7.2 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 7.2 will cause irreparable injury to Purchaser, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 7.2 will be inadequate. Therefore, Purchaser will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 7.2 without the necessity of proving actual damages or posting any bond whatsoever. The rights and remedies provided by this Section 7.2 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or at law or in equity. In the event that Purchaser were to seek damages for any breach of this Section 7.2, the portion of the Purchase Price which is allocated by the parties to the foregoing covenant shall not be considered a measure of or limit on such damages.
(e) The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 7.2 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other than as a result of a disclosure relevant feature which is determined by such court to be reasonable, not otherwise permissible hereunderarbitrary and not against public policy may be enforced against the applicable party.
Appears in 1 contract
Samples: Asset Purchase Agreement (Lighting Science Group Corp)
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two from the date hereof until the fourth (24th) years from and after anniversary of the Closing Date, each of Seller and the Sellers severally covenants that he Controlling Shareholders shall not, not and shall cause his its Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control of, of any businessbusiness or become employed by or associated with, whether in individual, corporate, proprietorship or partnership form or otherwiseany other form, engaged in the Business or that otherwise competes with the Company or any of the Subsidiaries Business (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a7.6(a) shall not (i) restrict the acquisition by SellersSeller, directly or indirectly, of less than 105% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conductedBusiness. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may will be inadequate and that Purchaser, in addition to any other relief available to it, may shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
(b) For a period three from the date hereof to the fourth (34th) years from and after anniversary of the Closing Date, each of Seller and the Sellers severally covenants that he Controlling Shareholders shall not, not and shall cause his its directors, officers, and Affiliates not tonot, either directly or indirectly, to: (i) cause, solicit, induce or encourage any Key Employee Employees, contractor, consultant, agent or representative of Seller to leave his employment with the Company such employment/engagement or any Subsidiary or offer employment to or hire, employ or conclude otherwise engage any contract for services with any Key Employees of the Company or the Subsidiaries who are or become employees of Purchaser or its Affiliatessuch individual; or (ii) cause, induce induce, solicit, accept business or encourage any material actual or prospective client, customer, supplier, supplier or licensor of the Business (including any existing or former customer of Seller and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a business relationship with the Business, to terminate terminate, withdraw, curtail or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from From and after the Closing Datedate hereof, Seller and the Controlling Shareholders shall not and shall use its respective best efforts to cause its Affiliates and their respective officers, and directors not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than the Purchaser, any Confidential Information (as defined below). Sellers The Seller and its officers, directors and Affiliates shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchangelaw; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchangeLaw, the Sellers Seller shall, to the extent reasonably possible, provide Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 7.7(c7.6(c), “Confidential Information” shall mean means any confidential information with respect to the Business, the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does but not include, and there shall be no obligation hereunder with respect limited to, Seller’s written, oral, electronic and visual information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.related to:
Appears in 1 contract
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two (2) years from and after the Closing Date, each date hereof until the fifth anniversary of the date hereof, the Sellers severally covenants that he shall not, not and shall cause his their Affiliates (other than the Guarantor and its Subsidiaries) not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control of, of any businessbusiness (other than the Guarantor and its Subsidiaries), whether in corporate, proprietorship or partnership form or otherwise, engaged in providing online instruction, practice, assessment and/or reporting products, tools and/or services to the Business K-12 (in the United States and applicable international equivalents) education space or that otherwise competes with the Guarantor or its Subsidiaries, the Company or any of the Subsidiaries Educationcity-US (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a7.3(a) shall not (i) restrict the acquisition by the Sellers, directly or indirectly, of less than 105% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conducted. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may be inadequate and that Purchaser, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoeverBusiness.
(b) For a period three (3) years from and after the Closing Date, each date hereof to the fifth anniversary of the date hereof, the Sellers severally covenants that he shall not, not and shall cause his their directors, officers, employees and Affiliates not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Current Employee to leave his such employment with the Company or any Subsidiary or offer employment to or hire, employ or conclude otherwise engage any contract for services with any Key Employees of the Company or the Subsidiaries who are or become employees of Purchaser or its Affiliatessuch individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, supplier (including any content providers) or licensor of the Business Company or Educationcity-US (including any existing or former customer of the Company or Educationcity-US and any Person that becomes a client or customer of the Company or Educationcity-US after the Closing) or any other Person who has a business relationship with the Company or Educationcity-US, to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from From and after the Closing Datedate hereof, the Sellers shall not and shall use its respective best efforts to cause its their Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Purchaser and its Affiliates or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaserthe Purchaser and its Affiliates, any Confidential Information (as defined below). The Sellers and their Affiliates shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by Law or Order or pursuant to the regulations of any securities exchangeLaw; provided, however, that in the event disclosure is required by applicable Law or Order or pursuant to the regulations of any securities exchangeLaw, the Sellers applicable Seller shall, to the extent reasonably possible, provide the Purchaser with reasonably prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 7.7(c7.3(c), “Confidential Information” shall mean means any confidential non-public information with respect to the Business, the Company or any of the SubsidiariesEducationcity-US, including methods of operation, customers, customer lists, products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” Information does not include, and there shall be no obligation hereunder with respect to, information that that: (i) is generally available to the public on the date of this Agreement Agreement; or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.
Appears in 1 contract
Samples: Share Purchase Agreement (Archipelago Learning, Inc.)
