Non-Competition; Non-Solicitation of Employees. (a) For period of five years from the date of this Agreement, Seller shall not, directly engage in, be employed by, own, manage, operate, control, participate in the ownership, management, operation or control of, provide financing to, or otherwise participate in (whether as a member, manager, director, officer, employee, representative, subcontractor, partner, consultant, proprietor, or agent, any other business or any Person for the purpose of assisting in such other business or Person in the development of: (i) any myostatin modulating, regulatory or inhibiting products, (ii) any fertile egg-based products; and/or (iii) any follistatin-based products; provided, however, that the foregoing shall not prevent any of Seller or its Affiliates from owning, in the aggregate, not more than one percent (1%) of the outstanding capital stock or other equity interests in any Person, so long as Seller and its Affiliates have no participation in the management or operation of, and perform no services for, such Person. Notwithstanding the foregoing, this Section 6.4(a) shall not restrict Seller from engaging in any business (other than the MYO-T12 Activities and activities in connection with the Acquired Assets) in which it is engaged as of the date hereof.
(b) Seller acknowledges and agrees that its breach of this Section 6.4 would result in irreparable harm to Buyer for which Buyer’s remedies at law would be inadequate. Seller therefore agrees and consents that temporary and permanent injunctive relief may be granted to Buyer in a proceeding brought to enforce this Section 6.4, and Seller will not claim as a defense thereto that Buyer has an adequate remedy at law. Seller acknowledges and agrees that (i) it will materially benefit from the consummation of the transactions contemplated by this Agreement, (ii) the agreement of Seller to the covenants in this Section 6.4 is a material inducement by Seller to persuade Buyer to consummate the transactions contemplated by this Agreement, and Buyer would not have otherwise done so if Seller did not agree to such covenants, and (iii) the Seller is agreeing to the covenants of this Section 6.4 freely, voluntarily, and without duress or coercion.
(c) If a court of competent jurisdiction declares in a final judgment that any term or provision of this Section 6.4 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, dur...
Non-Competition; Non-Solicitation of Employees. (a) From and after the Closing and until the fourth (4th) anniversary of the Closing Date, each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in a Restricted Business in the Territory; (ii) have an interest in any Person that engages in a Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual client, customer, supplier or licensor of the Business (including any existing or former client or customer of the Company and SSI), or any other Person who has a material business relationship with the Company and SSI, to terminate or modify any such relationship. Notwithstanding the foregoing, none of the following shall be a breach of this Section 5.6(a): (A) the purchase or ownership by a Seller or its Affiliates of a Person or business that derives less than the greater of (1) ten percent (10%) of its total annual revenues and (2) $5,000,000 in annual revenues from the Restricted Business, measured for the fiscal year ended immediately prior to the date of such purchase, as long as such Seller divests such Restricted Business within twelve (12) months following the date of acquisition, (B) the direct or indirect ownership by a Seller or its Affiliates of publicly traded interests in or securities of any Person engaged in the Restricted Business to the extent that such investment does not, directly or indirectly, confer on a Seller and its Affiliates more than two percent (2%) of the voting power of such Person, (C) the investment in any fund in which a Seller and its Affiliates have no discretion with respect to the investment strategy of such fund, (D) the ownership of any equity interests through any Employee Benefit Plans in which a Seller and its Affiliates have no discretion with respect to the investment strategy of such Employee Benefit Plans, or (E) the ownership or operation of a call center not engaged in the Restricted Business.
(b) From and after the Closing and until the fourth (4th) anniversary of the Closing Date, each Seller shall not, and shall cause its Affiliates not to, directly or indirectly hire, or solicit to hire, any Transferred Employee or any employee of the Company or SSI, or influence, entice or encourage any such employee to cease his or her employment with Company or SSI or Asset Buyer (as applicable). This Se...
Non-Competition; Non-Solicitation of Employees. (a) Seller covenants and agrees that neither it nor any of its Subsidiaries shall divulge or make use of any Trade Secrets or other confidential information of the Transferred Companies or any of their Subsidiaries other than (i) to disclose such secrets and information to Buyer or its Affiliates or (ii) as required by law.
(b) In furtherance of the sale of the Shares to Buyer hereunder and more effectively to protect the value and goodwill of the assets and businesses of the Transferred Companies and their Subsidiaries, Seller covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Seller nor any of its Affiliates shall solicit any agents, brokers or other Persons through whom First Re places or sells insurance as of the Closing Date or through whom any of the Program Business is placed or sold as of the Closing Date by Homestead without the express written consent of Buyer, but only to the extent that such solicitation is in respect of insurance placed or sold by First Re on the Closing Date or any of the Program Business.
(c) For a period commencing on the date hereof through the fourth anniversary of the Closing Date, neither Seller nor any of its Affiliates (other than the Transferred Companies and their Subsidiaries) shall directly or indirectly solicit to employ any officer or employee of any Transferred Company or any Subsidiary of any Transferred Company in any capacity whatsoever without the express written consent of Buyer.
(d) Seller recognizes that the provisions of this Section 11.3 are reasonable and necessary for Buyer's protection. Accordingly, Seller agrees that Buyer shall be entitled, in addition to any other remedy to which Buyer may be entitled at law or in equity, to an injunction or injunctions to prevent breaches of the provisions of this Section 11.3 and to enforce specifically the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction.
(e) If any provision of this Section 11.3 is held unenforceable because of the scope or duration of its applicability, the court making such determinations shall have the power to modify such scope or duration and such provisions shall then be applicable in such modified form.
Non-Competition; Non-Solicitation of Employees. (a) New IAC agrees that, as an inducement for Match to enter into this Agreement, during the Restricted Period, New IAC shall not, and shall cause each other member of the New IAC Group (other than (x) any member of XXXX Group and (y) any pension, retirement 401(k) or similar plan or mutual fund in which such assets may be invested) not to, without the written consent of New Match (as authorized by the New Match Board of Directors, excluding any member of the Match Board of Directors who is a Representative of New IAC), directly or indirectly, engage in a Competitive Business. Nothing in this Section 7.19 shall preclude or prohibit any member of the New IAC Group from:
(i) owning less than 5% of the equity interests of any Person that is engaged in any Competitive Business,
(ii) acquiring (whether by means of acquisition, asset purchase, merger, consolidation, similar business combination or otherwise) a Person engaged in a Competitive Business together with other lines of business (x) if no more than 10% of such Person’s revenues were derived from a Competitive Business (measured by the most current annual financial statements published or prepared by the acquired Person in the ordinary course of business) or, (y) if more than 10% but less than 30%, if within six months after the closing of such acquisition the acquiring member of the New IAC Group enters into a definitive agreement to divest, as soon as reasonably practicable, a portion of such Competitive Business such that New IAC and such member would otherwise be in compliance with clause (x) of this Section 7.19(a)(ii), or
(iii) providing services to, or buying and selling assets from or to, a Competitive Business in the ordinary course of the business of New IAC Group and on customary terms.
(i) Unless otherwise approved by New Match, during the Restricted Period, New IAC shall not, and shall cause each other member of the New IAC Group (other than any member of the XXXX Group) not to, directly or indirectly induce any employee with a title of Vice President or higher as of the date hereof (other than as set forth on Section 7.19(b)(i) of the Match Disclosure Letter) of any member of the New Match Group to terminate employment with such entity, and New IAC shall not, and shall cause each other member of the New IAC Group (other than any member of the XXXX Group) not to, directly or indirectly, employ or offer employment to any such person unless, at the time of such employment or offer, such person...
Non-Competition; Non-Solicitation of Employees. (i) For a period of three (3) years beginning on the Closing Date, except with the prior written consent of the Purchaser, each Seller agrees not to, directly or indirectly, either alone or in conjunction with any other person, firm, association, company or corporation:
(A) engage in the business of design and development of document archival products, systems and services that convert paper, emails and electronic files into permanent, non-modifiable archived records (the "BUSINESS") and the solicitation of customers for such services as an owner, principal, agent, employee or in any other capacity at any business which conducts such Business within the greater-Chicago metropolitan area (which for purposes of Sections 14(d)(i)(A) and 14(d)(i)(D) includes McHenry, Cook, Lake and DuPage counties and northwest Indiana), other than in the performance of his employment responsibilities on behalf of Purchaser;
(B) solicit or conduct business which involves customer relationship management with any person, corporation or other entity which is a customer of the Company, the Purchaser or a potential customer with whom the Company or the Purchaser has an outstanding oral or written proposal to provide customer relationship management services, other than in the performance of his employment responsibilities on behalf of Purchaser;
(C) request, advise or directly or indirectly invite any of the existing customers, suppliers or service providers of the Company, the Purchaser or any other affiliate of the Purchaser to withdraw, curtail or cancel its business with the Company, the Purchaser, or any other affiliate of the Purchaser other than through mass mailings or general advertisements not specifically directed at customers of the Company, the Purchaser, or affiliates of the Purchaser; or
(D) hire, solicit, induce or attempt to solicit or induce any employee, consultant or agent of the Company or the Purchaser to (1) terminate his or her employment or association with the Company or the Purchaser; (2) become employed by or serve in any employment, management, director, consulting or advisory capacity with a company whose business is in direct competition with the Business of the Company or the Purchaser; or (3) in any way participate in starting a new company whose business is in direct competition with the Business of Company or the Purchaser, and which is located in the greater-Chicago metropolitan area, as defined in Section 14(d)(i)(A).
(ii) Notwithstanding the f...
Non-Competition; Non-Solicitation of Employees. (a) For a period of three (3) years after the Closing Date (except with respect to the operations of the Business in Germany, for which a period of two (2) years after the Closing Date shall apply in order to comply with applicable Legal Requirements), Seller shall not, and shall cause all the Selling Parties and its and their respective Affiliates not to, engage
(b) For a period of three (3) years after the Closing Date, without the prior written consent of Seller, Purchaser shall not, and shall cause all of its Affiliates and its and their respective employees who were directly and materially involved in the Transactions not to (except for Prospective Employees primarily working in Germany as of the date hereof), hire or employ any of the employees of the Selling Parties who were employed by any Selling Party in connection with the Restricted Business as of the Closing Date and to whom Purchaser or any of its Affiliates were first introduced prior to the Closing as a result of the Transactions or Purchaser’s consideration of a potential transaction with the Selling Parties; provided that Purchaser and its Affiliates shall not be restricted by this Section 7.7(b) in any general solicitation for employees or public advertising of employment opportunities (including through the use of employment agencies) not specifically directed at any such persons, and provided further that Purchaser and its Affiliates shall not be restricted in hiring any such person who responds to any such general solicitation or public advertising. Notwithstanding the foregoing, nothing in this Section 7.7(b) will prevent Purchaser or its Affiliates from (i) soliciting or hiring any employee whose employment is terminated by Seller or its applicable Affiliate at least six (6) months prior to such solicitation or hiring or (ii) soliciting for employment any Prospective Employee in accordance with ARTICLE 8 or any Prospective Employee who does not become a Transferred Employee as of the Closing.
(c) For a period of three (3) years after the Closing Date, without the prior written consent of Purchaser, Seller shall not, and shall cause all of its Affiliates (including the Selling Parties) and its and their respective employees that were directly and materially involved in the Transactions not to (except for Prospective Employees primarily working in Germany as of the date hereof), hire or employ (i) any of the Transferred Employees or any of the employees of Purchaser to whom any Sellin...
Non-Competition; Non-Solicitation of Employees. Non-Interference with Business Relationships.
(a) During the Term, Employee shall not render any services to or engage in any activity on behalf of any Competitive Enterprise, directly or indirectly, for himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, director, shareholder, partner, joint venturer, investor or otherwise; provided, that passive ownership of less than 5% of the equity securities of a Competitive Enterprise (including all such securities beneficially owned, directly or indirectly, by affiliates of Employee or any person with whom Employee may be deemed to have formed a “group” for purposes of Rule 13d-1 under the Exchange Act) shall not be treated as a breach of this Section 9(a). A “Competitive Enterprise” shall mean any entity, person, partnership, corporation or otherwise which engages as its principal business in network security, intellectual property rights or patent litigation or licensing.
Non-Competition; Non-Solicitation of Employees. (a) Commencing on the Closing Date, through the date that is [***] months after the Closing Date, the Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in any activity that directly or indirectly competes with the Business anywhere 34 in the world (“Restricted Business”); (ii) have any interest in any Person that engages directly or indirectly in any Restricted Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or intentionally encourage any customer, distributor, supplier, vendor, licensee, or any other Person who has or after Closing assumes a material business relationship with the Business, to terminate or modify any such actual or prospective relationship; provided, however, that the foregoing covenants shall not prohibit, or be interpreted as prohibiting, the Seller or any of its Affiliates from (A) continuing anywhere in the world the Excluded Business; or (B) owning, collectively with any of its Affiliates, up to five percent (5%) of the outstanding shares of any class of capital stock of any Person if such stock is publicly traded, regardless of whether or not such Person is engaging in any Restricted Business, so long as the Seller and its Affiliates, and any individual who is an officer, director or employee thereof, do not participate in the management of such Person.
Non-Competition; Non-Solicitation of Employees. Adamo will not during his employment with the Companies and will not during the Restricted Period (herein defined) following termination of his employment:
(a) become Employed (herein defined) by a Competitor Company (herein defined) that offers, sells or markets medical professional liability insurance (herein defined) in a primary market area (herein defined) of an Insurance Subsidiary (herein defined), except that Adamo may be employed with a Competitor Company so long as and on the condition that Adamo does not participate in the medical professional liability insurance business of the Competitor Company; or
(b) solicit or induce any employees of the Companies to leave such employment or accept employment with any other person or entity, or solicit or induce any insurance agent of an Insurance Subsidiary to offer, sell or market medical professional liability insurance for a Competitor Company in a primary market area of an Insurance Subsidiary. The following terms shall have the meanings set forth below only for purposes of this Section 8 unless otherwise specifically provided in this Agreement:
Non-Competition; Non-Solicitation of Employees. In consideration for the payments and benefits provided to Employee under this Agreement, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, Employee shall be and is hereby bound by Surviving Paragraph 8 of the Employment Agreement. Specifically, Employee agrees to abide by the terms of Surviving Paragraph 8 of the Employment Agreement entered into on or about January 1, 2004 and expressly acknowledges that Surviving Paragraph 8 of the Employment Agreement remains in full force and effect, except that during the prohibited period, Employee may hire anyone who is a former employee of the Company as of the date of this Agreement, including Xxxx Xxxxxx, Xxxx Camphaug and Xxxxx Xxxxxxx, who seeks employment from him in enterprises that do not compete with Company and/or any of the Affiliated Companies. Further, it is expressly understood and agreed that any amendments, modifications and/or exclusions with respect to Employee’s limitations and obligation imposed by Surviving Paragraph 8 of the Employment Agreement shall be reduced to writing and fully executed by all parties hereto.
