Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the "Restricted Period"), each of the Selling Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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. Notwithstanding the foregoing, the Selling Parties may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person. (b) During the Restricted Period, each Selling Party shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Each Selling Party acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Each Selling Party acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cloudastructure, Inc.), Asset Purchase Agreement (Cloudastructure, Inc.)
Non-Competition; Non-Solicitation. (a) For a period of three (3) five years commencing on from and after the Closing Date (the "Restricted Period")Date, each of the Selling Parties Holdings and Seller shall not, and shall cause their Subsidiaries not permit any of their Affiliates to, anywhere in the world, 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 designing, developing, marketing and/or selling products used in the automotive sector that are substantially equivalent to, or that compete with, the products that are the subject of the Business as currently conducted, (excluding any component parts, services or Software), (a “Restricted Business”); provided, however, that the restrictions contained in this Section 6.6(a) shall not restrict the acquisition by Holdings or Seller, directly or indirectly, of (i) engage an aggregate of less than 2% of the outstanding capital stock of any publicly traded company engaged in or assist others in engaging in the a Restricted Business in the Territory; or (ii) have an interest in any Person or business engaged in a Restricted Business if at the time of such acquisition such Restricted Business generated 20% or less of such Person’s or business’ total revenues in the 12 month period immediately preceding the date of such acquisition. The Parties specifically acknowledge and agree that engages the remedy at law for any breach of the foregoing will be inadequate and that Purchaser, in addition to any other relief available to it, 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 of three years from and after the Closing Date, Holdings and Seller shall not, and Seller shall cause their Affiliates not to, anywhere in the world directly or indirectly in the Restricted Business in the Territory in indirectly: (i) cause, solicit, induce or encourage any capacityCompany Employee to leave such employment with Purchaser or any of its Affiliates or hire, including as a partner, shareholder, member, employee, principal, agent, trustee employ or consultant; otherwise engage any Company Employee or (iiiii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Company or the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after Company or the Closing), Business) or any other Person who has a material business relationship with the Company or the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller shall be permitted (A) to hire any Company Employee who works for or supports the Selling Parties may own, directly or indirectly, solely as an investment, securities operation of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during from and after the Restricted Period, or encourage any 180th day such employee Company Employee ceases to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party be employed by Purchaser or any of its Affiliates from hiring Affiliates, (iB) to conduct any employee whose employment has been terminated by Buyer general solicitations in a newspaper, trade publication or other periodical or web posting not specifically targeted at any Company Employee, and (iiC) after 180 days from the date of termination of employmentto participate in job fairs, any employee whose employment has been terminated by the employeecareer fairs or similar recruiting events.
(c) Each Selling Party acknowledges that The covenants and undertakings contained in this Section 6.6 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 6.6 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, 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 or threatened breach of this Section 6.07 would give rise 6.6, without the need to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, post bond or prove actual damages. The rights and hereby agrees that in the event of a breach or a threatened breach remedies provided by the Selling Parties of any such obligations, Buyer shall, this Section 6.6 are cumulative and in addition to any and all other rights and remedies that which Purchaser may have hereunder or at law or in equity. Purchaser’s ability to enforce its rights under this Section 6.6 or applicable law against Holdings or Seller shall not be available to it impaired in respect any way by the existence of such breacha claim or cause of action on the part of Holdings or Seller based on, be entitled to equitable reliefor arising out of, including a temporary restraining order, an injunction, specific performance and this Agreement or any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond)event or transaction.
(d) Each Selling Party acknowledges The parties agree that the restrictions contained in provisions of this Section 6.07 6.6 are reasonable with respect to the specified time periods, specified geographical areas, specified business limitation, and necessary to protect in all other respects. The parties agree that it is their intention that the legitimate interests provisions of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever 6.6 be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law enforced in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction accordance with their terms to the maximum extent permitted by law. Each of the provisions of this Section 6.6 shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the provisions of this Section 6.6 be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or the provision in question. The parties hereto agree that, if any court of competent jurisdiction determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 6.6 is unreasonable, arbitrary or against public policy, then the court shall substitute for the provision in question a lesser period of time, geographicgeographical area, product or service business limitation or other limitations permitted by relevant feature that is determined to be reasonable, not arbitrary and not against public policy, and the court shall enforce such modified provision against the applicable Lawparty. The covenants contained in For the avoidance of doubt, the provisions of this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written 6.6 shall not invalidate apply to any future acquirer of all of the stock or render unenforceable all or substantially all of the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdictionassets of Holdings.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Autoliv Inc), Stock Purchase Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Non-Competition; Non-Solicitation. (a) For a period of three five (35) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Sellers shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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 material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding For the foregoingavoidance of doubt, the Selling Parties may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and no employee of any Person traded on any national securities exchange if Seller who is not a controlling Person of, or a member an Affiliate shall be bound by the provisions of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Personthis Section 6.07(a).
(b) During the Restricted Period, each Selling Party Sellers shall not, and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party Sellers or any of its their Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days one year from the date of termination of employment, any employee whose employment has been terminated by the employee. For the avoidance of doubt, no employee of any Seller who is an Affiliate shall be bound by the provisions of this Section 6.07(b).
(c) Each Selling Party acknowledges Sellers acknowledge that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Sellers of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party acknowledges Sellers acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sprague Resources LP)
Non-Competition; Non-Solicitation. (a) For a period of three five (35) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any of their Affiliates its subsidiaries to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; , (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; , or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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. Notwithstanding the foregoing, the Selling Parties Seller or any subsidiary of the Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if the Seller or its subsidiary is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% one percent or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party the Seller shall not, and shall not permit any of its Affiliates subsidiaries to, directly or indirectly, hire or solicit any person who is offered employment by the Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that nothing in this Section 6.07(b) shall prevent any Selling Party the Seller or any of its Affiliates subsidiaries from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employeeBuyer.
(c) Each Selling Party The Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to the Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties of Seller any such obligations, the Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party The Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of the Buyer and constitute a material inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 2 contracts
Samples: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)
Non-Competition; Non-Solicitation. (a) For a period of three (3) years one year commencing on the Closing Date (the "“Restricted Period"”), each none of the Selling Parties shall notSeller or any Partner shall, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, franchisee, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client client, franchisee, 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. Notwithstanding the foregoing, Seller and the Selling Parties Partners may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller or such Partner is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such PersonPerson and (ii) any of the Partners or their Affiliates may also operate a RE/MAX franchise pursuant to a Franchise Agreement or engage in the real estate business as a RE/MAX broker or RE/MAX agent.
(b) During the Restricted Period90 days following Closing, each Selling Party shall notnone of the Seller or any Partner shall, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employmentemployment (except an employee who Buyer terminated during the Restricted Period), except (i) a person to whom Seller has paid severance under Section 6.05(b), or (ii) pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party acknowledges Seller and each Partner acknowledge that a breach or threatened breach of this Section 6.07 6.08 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller and any Partner of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party acknowledges Seller and each Partner acknowledge that the restrictions contained in this Section 6.07 6.08 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.08 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.08 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three two (32) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Parent and Vendor shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; United States or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory United States in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of provided that the Etailz Business (including any existing or former client or 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 shall not be deemed to be in competition with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Selling Parties Parent and/or Vendor may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities recognized stock exchange if Seller Parent or Vendor, as applicable, is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Parent and Vendor shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person Person who is offered employment by Buyer pursuant to Purchaser under Section 6.05(a) 6.5 or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which that is not directed specifically to any such employees; provided, provided that nothing in this Section 6.07(b6.13(b) shall prevent any Selling Party Parent or Vendor or any of its Affiliates from hiring soliciting or hiring, or both, (i) any employee whose employment has been terminated by Buyer Purchaser or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party During the Restricted Period, neither Parent nor Vendor (nor their respective Representatives) shall, and shall not permit any of its Affiliates to, directly or indirectly, make any written or oral comments to the suppliers or customers of the Business or potential suppliers or customers of the Business that is intended to impugn, disparage, or otherwise damage the reputation of Purchaser or the Business.
(d) Parent and Vendor acknowledges that a breach or threatened breach of this Section 6.07 would 6.13 may give rise to irreparable harm to BuyerPurchaser, for which monetary damages would not be an adequate remedy, and hereby agrees that that, in the event of a breach or a threatened breach by the Selling Parties Parent and/or Vendor of any such obligations, Buyer Purchaser shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an interim or permanent injunction, specific performance and any other relief that may be available from a court of competent equitable jurisdiction (without any requirement to post bondbond or other security).
(de) Each Selling Party of Parent and Vendor acknowledges that the restrictions contained in this Section 6.07 6.13 are reasonable and necessary to protect the legitimate interests of Buyer Purchaser and constitute a material inducement to Buyer Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.13 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Asset Purchase Agreement (Trans World Entertainment Corp)
Non-Competition; Non-Solicitation. (a) For a period of three five (35) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Parent and Seller shall not, and shall not permit any of their Affiliates respective direct or indirect subsidiaries to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer as of the Business after Closing Date or during the Closing), or any other Person who has a material business relationship with two years prior to the Business, Closing Date to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Selling Parties Seller may (i) own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such PersonPerson and (ii) refer third parties to Seller’s RPO clients to provide temporary/contingency information technology personnel staffing services; provided that such services are incidental to Seller’s provision of RPO services to such clients and billed at margins consistent with the past practice of Seller.
(b) During the Restricted Period, each Selling Party Parent and Seller shall not, and shall not permit any of its Affiliates to, their respective direct or indirect subsidiaries to directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a6.02(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b6.04(b) shall prevent any Selling Party Parent, Seller or any of its Affiliates their respective direct or indirect subsidiaries from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days one year from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party acknowledges Parent and Seller acknowledge that a breach or threatened breach of this Section 6.07 6.04 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Parent or Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party acknowledges Parent and Seller acknowledge that the restrictions contained in this Section 6.07 6.04 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.04 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.04 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the "“Restricted Period"”), each of Seller and the Selling Parties Shareholders shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, lender, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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. Notwithstanding the foregoing, the Selling Parties Seller and any Shareholder and their respective Affiliates may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is Seller, the Shareholders and their respective Affiliates do not a controlling Person of, or a member of a group which controls, such Person and does notcollectively, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Seller and the Shareholders shall not, and shall not permit any of its their respective Affiliates to, directly or indirectly, hire or solicit any person who is was offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b6.03(b) shall prevent any Selling Party Seller, the Shareholders or any of its their respective Affiliates from hiring (i) any employee whose employment has been terminated by Buyer Buyer, or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employeeemployee provided that Seller, Shareholders and their Affiliates have not, directly or indirectly, solicited the employee to terminate his employment.
(c) Each Selling Party acknowledges Seller and the Shareholders acknowledge that a breach or threatened breach of this Section 6.07 6.03 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller or the Selling Parties Shareholders of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party acknowledges Seller and the Shareholders acknowledge that the restrictions contained in this Section 6.07 6.03 are reasonable and necessary to protect the legitimate interests of Buyer Buyer, are given in connection with the sale of the goodwill of the Business and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.03 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Asset Purchase Agreement (Addvantage Technologies Group Inc)
Non-Competition; Non-Solicitation. (a) For a period of three five (35) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties shall notneither Seller nor Shareholder, and none of them shall not permit any of their respective Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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. Notwithstanding the foregoing, the Selling Parties (A) Seller or Shareholder may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if such Seller or Shareholder is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person, and (B) the Seller and the Shareholder shall be permitted to provide design consulting services to clients and customers of the Business.
(b) During the Restricted Period, each Selling Party shall notneither Seller nor Shareholder shall, and none of them shall not permit any of its their respective Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party Seller, Shareholder, or any of its their respective Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party of Seller and Shareholder hereby acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller or Shareholder of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party of Seller and each Shareholder acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three two (32) years commencing on the Closing Date (the "“Restricted Period"”), Sellers and the Principal Members each of the Selling Parties shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing)Business, or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Sellers and the Selling Parties Principal Members each may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person Restricted Business traded on any national securities exchange if Seller is Sellers are not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During the Restricted Period, Sellers and the Principal Members each Selling Party shall not, and shall not permit any of its their respective Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) 6.05, or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party Sellers, the Principal Members or any of its their respective Affiliates from hiring retaining the services of (i) any employee whose employment has been terminated by Buyer (or its applicable Affiliate) or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee; or (iii) any corporate level employee of KPW as contemplated in the Management Agreement, that does not accept employment with Buyer or on a part-time basis to assist with operation of Wings Across America in Maryland.
(c) Each Selling Party acknowledges Sellers and the Principal Members each acknowledge that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Sellers or the Selling Parties Principal Members of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party acknowledges Sellers and the Principal Members each acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
(e) The obligations of Sellers and the Principal Members under this Section 6.07 are joint and several; provided however, that no Principal Member shall be liable for the breach of this Section 6.07 by any other Principal Member.
Appears in 1 contract
Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)
Non-Competition; Non-Solicitation. (a) For a period of three five (35) years commencing on at the Closing Date Effective Time (the "Restricted Period"), each of the Selling Parties Seller shall not, and shall not permit any Person that is an Affiliate of their Affiliates Seller as of the date hereof to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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 adversely any such actual or prospective relationship. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person. For the avoidance of doubt, Seller's performance of its obligations under the Transition Services Agreement will not be in violation of this Section 6.15(a). Notwithstanding the foregoing, Seller may provide mobile banking services to its customers during the Restricted Period, provided such mobile banking services do not utilize the technology and intellectual property being transferred to Buyer in the Contemplated Transactions.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person Person who is offered employment by Buyer pursuant to Section 6.05(a6.04(a) or is or was employed in the Business by Buyer or its Affiliates during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b6.15(b) shall prevent any Selling Party Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party Seller acknowledges that a breach or threatened breach of this Section 6.07 6.15 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 6.15 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.15 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.15 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Customers Bancorp, Inc.)
Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Sellers shall not, and shall not permit any of their respective Affiliates or the Sellers’ Representative to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee trustee, or consultant; or (iii) cause, induce or encourage any material actual (a) franchisee to become a franchisee or prospective cliententer into a similar legal commitment with a competitor of Buyer or its Affiliates, customer(b) any Material Staffing Customers to reduce the amount of business they are doing with any Franchisee or Buyer or its Affiliates, supplier (c) supplier, or licensor of the Business (including any existing or former client or 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 vendor relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Sellers may service any customer outside of the Selling Parties Territory and may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is Sellers are not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Sellers shall not, and shall not permit any of its their respective Affiliates or Sellers’ Representative to, directly or indirectly, hire or solicit (i) any employee of the Business or (ii) any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in as a temporary or permanent employee of the Business during the Restricted Period, or encourage any such employee person to leave such employment or hire any such employee person who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party Sellers or any of its their respective Affiliates from hiring (i) any employee whose employment has been terminated by Buyer Xxxxx or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party acknowledges Notwithstanding anything to the contrary provided in this Section 6.07, Affiliates of Sellers and Sellers’ Representative shall not be restricted from owning, working, or continuing to own, operate or work for any business which they owned, operated, or worked for on September 12, 2022.
(d) Sellers acknowledge that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties a Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(de) Each Selling Party acknowledges Sellers acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction so as to effect the maximum time, geographic, product or service or other limitations permitted by applicable Laworiginal intent of the parties as closely as possible. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For In consideration of the Purchase Price to be received under this Agreement, each of Parent and Seller agrees that, for a period of three (3) two years commencing on after the Closing Date Date, none of Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx or Parent (the "“Restricted Period"), each of the Selling Parties Persons”) shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) do any of the following: engage in, or invest in, own, manage, operate, finance, control, be employed by, associated with or in any manner connected with, or render services or advice to, any Person engaged in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing)planning to become engaged in, or any other Person who has a material business relationship with whose products or activities compete in whole or in part with, the Business, anywhere in the world, provided, however, the Restricted Persons may passively invest in or own up to terminate or modify 2% of any such actual entity; induce or prospective relationship. Notwithstanding attempt to induce any employee of Purchaser to leave the foregoingemploy of Purchaser, or solicit, offer employment to, otherwise attempt to hire, employ, or otherwise engage as an employee, any such employee of Purchaser; provided, however, the Selling Parties may ownRestricted Persons are not prohibited from (1) making general solicitations through recruiters, directly newspapers, the Internet or indirectlyotherwise, solely as an investmentand (2) hiring unsolicited persons that contact the Restricted Persons for employment; or induce or attempt to induce any Person that was a customer of Purchaser at any time during the one year period preceding the Closing Date to cease doing business with Purchaser, securities of Buyer in any way interfere with the relationship between Purchaser and any such customer or its Affiliates and solicit the business of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Personcustomer.
(b) During Without limiting the Restricted Periodgenerality of the foregoing, each Selling Party Parent further agrees that, for a period of two (2) years after the Closing Date, Parent shall not, not and shall cause the Seller not permit any of its Affiliates to, directly engage in any transaction or indirectlya series of related transactions in which Parent or Seller, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in as the Business during the Restricted Periodcase may be, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party or any of its Affiliates from hiring acquires (i) any employee whose employment has been terminated by Buyer the power to direct or cause the direction of the management and policies of or (ii) after 180 days from all or substantially all of the date of termination of employmentassets of, any employee whose employment has been terminated by Person engaged in, or planning to become engaged in, the employeeBusiness. Notwithstanding anything contained in Section 5.12(a) or Section 5.12(b) to the contrary, if Parent or Seller (1) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger and neither Xxxxxx X. Xxxxxxxx nor Xxxxxxx X. Xxxxxxx are employed by, providing consulting services to, or otherwise affiliated with such corporation or entity, or (2) transfers or conveys any or all of its properties and assets to any Person and neither Xxxxxx X. Xxxxxxxx nor Xxxxxxx X. Xxxxxxx are employed by, providing consulting services to, or otherwise affiliated with such Person, then none of the provisions of Section 5.12(a) shall be applicable to such acquiring entity and none of the provisions of Section 5.12(c) shall be applicable to Purchaser as it relates to such acquiring entity. For the sake of clarity, Purchaser agrees that Parent, Seller, Xxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxx shall not be in breach of this Section 5.12 if they, and they shall be permitted to, (i) provide to Xxxx and SafirRosetti certain transition services following the sales of such divisions and to Bode, if such division is sold, and (ii) continue to make customer or client introductions and referrals to Xxxx and/or Bode, including following the sales of such divisions.
(c) Each Selling Party acknowledges In consideration of the mutual promises contained in this Agreement, Purchaser agrees that for a breach period commencing on the date of this Agreement and continuing for two years after the Closing Date, Purchaser shall not directly or threatened breach indirectly, do any of the following:
(i) engage in, or invest in, own, manage, operate, finance, control, be employed by, associated with or in any manner connected with, or render services or advice to, any Person engaged in or planning to become engaged in, or any other business that is competitive with Parent’s and Seller’s current forensic DNA analysis and casework business unit (“Bode”) and/or preparedness services business unit which develops and implements crisis management and emergency response plans for disaster mitigation, continuity of operations and other emergency management issues for governments, corporations and individuals (“Xxxx”) and/or, except to the extent currently conducted by the FSIU Business Unit, former security consulting and investigations business unit which delivers specialized security and investigative services, such as security assessments and threat analyses, to governments, corporations and individuals (“SafirRosetti” and together with Bode and Xxxx, the “Remaining Businesses”), anywhere in the world, provided, however, Purchaser may passively invest in or own up to two percent (2%) of any such entity;
(ii) except for the employees set forth on Schedule 5.12(c), induce or attempt to induce any employee of the Remaining Businesses to leave the employ of the Remaining Businesses, or solicit, offer employment to, otherwise attempt to hire, employ, or otherwise engage as an employee, any such employee of the Remaining Businesses; provided, however, Purchaser is not prohibited from (1) making general solicitations through recruiters, newspapers, the Internet or otherwise, and (2) hiring unsolicited persons that contact the Purchaser for employment; or
(iii) induce or attempt to induce any Person that was a customer of the Remaining Businesses at any time during the one (1) year period preceding the date of this Agreement to cease doing business with the Remaining Businesses or in any way interfere with the relationship between the Remaining Businesses and any such customer: provided, however, that if Parent of any affiliate thereof enters into any definitive agreements with respect to the sale of the Remaining Business and such definitive agreements do not require the potential purchasers of such Remaining Business to comply with non-competition and non-solicitation covenants substantially similar to the covenants set forth in this Section 5.12(c), then this Section 5.12(c) shall be of no further force and effect and, for the avoidance of doubt, Purchaser shall no longer be required to comply with the terms of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond5.12(c).
(d) Each Selling Party of Parent and Seller, on the one hand, and Purchaser, on the other hand, acknowledges that all of the restrictions contained foregoing provisions are reasonable and are necessary to protect and preserve the value of the Property to Purchaser, and the Remaining Businesses, and to prevent any unfair advantage being conferred on Parent and Seller, or Purchaser, as the case may be. If any of the covenants set forth in this Section 6.07 5.12 are reasonable and necessary held to protect be unreasonable, arbitrary, or against public policy, the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall restrictive time period will be deemed reformed, in such jurisdiction to be the maximum time, geographic, product or service or other limitations permitted longest period permissible by applicable Law. The covenants contained in this Section 6.07 Law under the circumstances and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdictionrestrictive geographical area will be deemed to comprise the largest territory permissible by Law under the circumstances.
Appears in 1 contract
Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party Seller shall cause the following executives and directors to be bound by an agreement of confidentiality non-competition and non-solicitation no less restrictive than the terms contained in Section 6.06, Section 6.07(a), and Section 6.07(b): Xxxx Xxxx.
(d) Seller shall cause the following executives and directors to be bound by an agreement of confidentiality and non-solicitation: no less restrictive than the terms contained in Section 6.06, and Section 6.07(b): Xxxx Xxxx.
(e) Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(df) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
Non-Competition; Non-Solicitation. (a) For a period of three five (35) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties shall notno Seller or Owner shall, and none of them shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of a 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. Notwithstanding the foregoing, the Selling Parties a Seller or Owner may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if such Seller or Owner is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 13% or more of any class of securities of such Person. Notwithstanding the foregoing, it shall not be a violation of this Section 7.07(a) for Sellers and Owners and their Affiliates to arrange for third-party transportation on behalf of customers of Sellers’ retained terminal business.
(b) During the Restricted Period, each Selling Party no Seller or Owner shall, nor shall not, and shall not any Seller or Owner permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) 7.05, or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that nothing in this Section 6.07(b7.07(b) shall prevent any Selling Party Seller or Owner, or any of its their respective Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employeeBuyer.
(c) Each Selling Party Seller and Owner acknowledges that a breach or threatened breach of this Section 6.07 7.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties such Seller or Owner of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party Seller and Owner acknowledges that the restrictions contained in this Section 6.07 7.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 7.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 7.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three (3) five years commencing on the day immediately following the Closing Date (the "“Restricted Period"”), each of the Selling Parties Sellers shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing)Business, or any other Person who has a material business relationship with the Business, in each case as at the Effective Time, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Selling Parties each Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During For the Restricted Period, each Selling Party Sellers shall not, and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party Sellers or any of its their Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party acknowledges Sellers acknowledge that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Sellers of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it the Buyer in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond)jurisdiction.
(d) Each Selling Party acknowledges Sellers acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three four (34) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any Person that is an Affiliate of their Affiliates Seller as of the date hereof to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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 adversely any such actual or prospective relationship; provided, however, nothing in the foregoing clauses (i), (ii) or (iii) shall limit Seller or any Affiliate of Seller from selling or providing Seller’s eRefund Service (as modified from time to time) to any Person within or outside of the Territory. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person Person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business by Buyer or its Affiliates during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b6.02(b) shall prevent any Selling Party Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party Seller acknowledges that a breach or threatened breach of this Section 6.07 6.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 6.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.02 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
(e) For the avoidance of doubt, the restrictions set forth in this Section 6.02 shall not apply with respect to any Person that becomes an Affiliate of Seller after the date of this Agreement, but who or which is not an Affiliate of Seller as of such date.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three five (35) years commencing on the Closing Date (the "Restricted Period"), each of the Selling Parties Parent and Seller shall not, and shall not permit any of their Affiliates respective direct or indirect subsidiaries to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer as of the Business after Closing Date or during the Closing), or any other Person who has a material business relationship with two years prior to the Business, Closing Date to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Selling Parties Seller may (i) own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such PersonPerson and (ii) refer third parties to Seller’s RPO clients to provide temporary/contingency information technology personnel staffing services; provided that such services are incidental to Seller’s provision of RPO services to such clients and billed at margins consistent with the past practice of Seller.
(b) During the Restricted Period, each Selling Party Parent and Seller shall not, and shall not permit any of its Affiliates to, their respective direct or indirect subsidiaries to directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a6.02(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b6.04(b) shall prevent any Selling Party Parent, Seller or any of its Affiliates their respective direct or indirect subsidiaries from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days one year from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party acknowledges Parent and Seller acknowledge that a breach or threatened breach of this Section 6.07 6.04 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Parent or Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party acknowledges Parent and Seller acknowledge that the restrictions contained in this Section 6.07 6.04 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.04 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.04 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three (3) five years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates to, to directly or indirectly, (i) engage in in, conduct, manage, operate or assist others in engaging control, or participate in the Restricted ownership, management, operation or control of or, lend money or render financial or other assistance to, any Competing Business anywhere in the Territory; (ii) have an interest in any Person that engages directly world or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, client or customer, supplier or licensor of the Business (including any existing or former client or customer of the Seller (in respect of the Business) or Raydex 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 materially modify any such actual or prospective relationship. Notwithstanding relationship with respect to the foregoing, the Selling Parties may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such PersonBusiness.
(b) During the Restricted Period, each Selling Party the Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by the Buyer pursuant to Section 6.05(a) 9.1 or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b10.5(b) shall prevent any Selling Party the Seller or any of its Affiliates from hiring hiring: (i) Xxx Xxxxxxxxx, an employee working at the Business’ Indianapolis, Indiana location at the Closing, if he does not accept offered employment from Buyer, (ii) any employee whose employment has been terminated by the Buyer or (iiiii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party Nothing in this Section 10.5 or otherwise in this Agreement shall preclude or restrict the Seller and/or any of its Affiliates from owning, carrying on, operating, being interested in, developing and/or otherwise promoting the Retained Businesses (as conducted on the Closing Date) in a manner that does not result in a violation of the covenants and agreements of the Seller set forth in this Section 10.5.
(d) Nothing in this Section 10.5 or otherwise in this Agreement shall preclude or restrict the Seller and/or any of its Affiliates from acquiring or entering into a merger or other business combination with, on or after the Closing Date, any company or business (an “Acquired Business”) a part of which (a “Competing Division”) directly or indirectly would cause a violation of this Section 10.5, provided that:
(i) the aggregate turnover of the Acquired Business in the 12 months prior to such acquisition, merger or combination which is accounted for by the Competing Division does not exceed 20% of the turnover of the Acquired Business during such period; and
(ii) the Seller shall cause a Competing Division to be divested from the Acquired Business by consummating a sale of such Competing Division to a third party (a “Competing Division Sale”) within twelve (12) months of the closing of the Seller’s or its applicable Affiliate’s acquisition of, or merger or other business combination with, the Acquired Business. The Seller shall notify the Buyer as soon as reasonably practicable of the same and the Buyer shall be entitled to submit an offer to purchase the Competing Division or the relevant part thereof (as the case may be) and shall be granted the opportunity to purchase the Competing Division or relevant part thereof (as the case may be); provided that the decision as to whether or not to sell the Competing Division or part thereof (as the case may be) and on which terms and conditions and to whom shall be at the sole discretion of the Seller and/or the relevant Affiliate and subject always to, inter alia, the agreement between the parties of mutually acceptable terms (including as to timing) and the submission of any applicable Governmental Filings and the obtaining of any applicable Governmental approvals or other regulatory and/or other consents.
(e) The Seller acknowledges that a breach or threatened breach of this Section 6.07 10.5 would give rise to irreparable harm to the Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, the Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to prove damages or to post bond).
(df) Each Selling Party The Seller acknowledges that the restrictions contained in this Section 6.07 10.5 are reasonable and necessary to protect the legitimate interests of the Buyer and constitute a material inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 10.5 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 10.5 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more than five percent (5%) of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Asset Purchase Agreement (Super League Gaming, Inc.)
Non-Competition; Non-Solicitation. (a) For a period of three two (32) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Sellers shall not, and shall not permit any of their Affiliates Affiliates, or officers, to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business as it relates to the Acquired Franchisees (including any existing or former client or customer of Seller Sellers at any of the Acquired Franchisees and any Person that becomes a client or customer of the Business Acquired Franchisees after the Closing), or any other Person who has a material business relationship with the BusinessAcquired Franchisees, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Sellers may service any customer outside of the Selling Parties Territory and may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is Sellers are not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party in the Territory, Sellers shall not, and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) staff employee or is or was employed in owner of any of the Business during the Restricted Period, Acquired Franchisees or encourage any such employee person to leave such employment or hire any such employee person who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party Sellers or any of its their Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party acknowledges Sellers acknowledge that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Sellers of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party acknowledges Sellers acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For Except as provided in Schedule 6.06(a), for a period of three five (35) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties no Seller Party shall, or shall not, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business anywhere in the United States of America (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of any Seller Party 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. Notwithstanding the foregoing, the Selling Seller Parties may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if provided such Seller Party is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling no Seller Party shall, or shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted PeriodPeriod and is listed in Schedule 6.18, or encourage any such employee Transferred Employee to leave such employment or hire any such employee Transferred Employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b6.06(b) shall prevent any Selling a Seller Party or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. Notwithstanding the foregoing, the provisions of this Section 6.06(b) shall not apply with respect to any of those persons listed on Schedule 6.18, whose name includes an asterisk.
(c) Each Selling Seller Party acknowledges that a breach or threatened breach of this Section 6.07 6.06 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties any Seller Party of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Seller Party acknowledges that the restrictions contained in this Section 6.07 6.06 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.06 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the "Restricted Period"), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller Bloxbiz 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. Notwithstanding the foregoing, the Selling Parties any Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% three percent (3%) or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a6.03(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b6.05(b) shall prevent any Selling Party a Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party Seller acknowledges that a breach or threatened breach of this Section 6.07 6.05 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties any Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 6.05 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.05 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.05 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Asset Purchase Agreement (Super League Gaming, Inc.)
Non-Competition; Non-Solicitation. (a) For a period of three (3) five years commencing on the Closing Date (the "Restricted Period"), each of the Selling Parties Vendor shall not, and shall not permit any of their Affiliates Xx. Xxxxxx Xxxxxxxx and Xxxxxxxxx Xxxxxxxxxx to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller Vendor 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. Notwithstanding the foregoing, the Selling Parties Vendor may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities stock exchange if Seller Vendor is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Vendor shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person Person who is offered employment by Buyer pursuant to Section 6.05(a) Purchaser under Error! Reference source not found. or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which that is not directed specifically to any such employees; provided, provided that nothing in this Section 6.07(b6.08(b) shall prevent any Selling Party Vendor or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer Purchaser or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party During the Restricted Period, Vendor shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Business or potential clients or customers of the Business for purposes of diverting their business or services from Purchaser.
(d) Vendor acknowledges that a breach or threatened breach of this Section 6.07 6.08 would give rise to irreparable harm to BuyerPurchaser, for which monetary damages would not be an adequate remedy, and hereby agrees that that, in the event of a breach or a threatened breach by the Selling Parties Vendor of any such obligations, Buyer Purchaser shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an interim or permanent injunction, specific performance and any other relief that may be available from a court of competent equitable jurisdiction (without any requirement to post bondbond or other security).
(de) Each Selling Party Vendor acknowledges that the restrictions contained in this Section 6.07 6.08 are reasonable and necessary to protect the legitimate interests of Buyer Purchaser and constitute a material inducement to Buyer Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.08 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Asset Purchase Agreement
Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person (other than Buyer) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange or automatic quotation system if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person; provided, however, that such ownership limitation shall not apply to Seller’s (or any of its shareholder’s) ownership of any Common Stock of Buyer.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person Person who is employed by Buyer or its Affiliates or any Person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 90 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party Seller acknowledges that a breach or threatened breach of this Section 6.07 would may give rise to irreparable harm to Buyer, for which monetary damages would may not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer shallmay, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cryo Cell International Inc)
Non-Competition; Non-Solicitation. (a) 5.6.1 For a period of three five (35) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties shall notno Seller Party shall, and no Seller Party shall not permit any of their its Affiliates to, directly or indirectly, within the Non-Competition Territory, (i) engage in or assist others in engaging in the Restricted Business in the TerritoryCompeting Business; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Competing Business in the Territory in any capacity, including as a partner, shareholderstockholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, or customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business Buyer 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. Notwithstanding the foregoing, the Selling Parties a Seller Party may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if such Seller Party is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 12% or more of any class of securities of such Person. Notwithstanding the foregoing, a Seller Party performing its obligations under any customer contracts that are Excluded Assets in accordance with and during the term of the TSA shall not constitute a breach of this Section 5.6.1.
(b) 5.6.2 During the Restricted Period, each Selling no Seller Party shall, and no Seller Party shall not, and shall not permit any of its Affiliates to, directly or indirectly, within the Territory, cause, induce or encourage any material actual or prospective supplier, vendor or licensor of the Business or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship.
5.6.3 During the Restricted Period, no Seller Party shall, and no Seller Party shall permit any of its Affiliates to, directly or indirectly, within the Territory, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) employed in the Business or is or was employed in engaged as a consultant by the Business during the Restricted Period, or encourage any such employee or consultant to leave such employment or hire any such employee who has left such employmentengagement, except pursuant to a general solicitation which is not directed specifically to any such employeesemployees or consultants; provided, however, that nothing in this Section 6.07(b) 5.6.3 shall prevent any Selling a Seller Party or any of its their respective Affiliates from hiring any employee or consultant (i) any employee who responds to such a general solicitation or (ii) whose employment or engagement with Buyer or its Affiliate has been terminated by Buyer or any Affiliate, as applicable (ii) after 180 days from the date of termination of employmentit being understood that this proviso shall be subject to any restrictive covenant obligations pursuant to an agreement between Buyer or any Affiliate, any as applicable, and such employee whose employment has been terminated by the employeeor consultant).
(c) Each Selling Party acknowledges 5.6.4 The Seller Parties acknowledge that a breach or threatened breach of this Section 6.07 5.6 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties a Seller Party of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party acknowledges 5.6.5 The Seller Parties acknowledge that the restrictions contained in this Section 6.07 5.6 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 5.6 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 5.6 and each provision hereof are severable and distinct covenants and provisions. Notwithstanding anything herein, in the event of any breach by a Seller Party of the covenants set forth in this Section 5.6, the Restricted Period shall be extended by the period of the duration of such breach. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Asset Purchase Agreement (Commercial Vehicle Group, Inc.)
Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the "Restricted Period"), each of the Selling Parties Sellers and Aero shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller 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 actual or prospective relationship. Notwithstanding the foregoing, the Selling Parties Sellers, Aero, and any of their Affiliates may (A) own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is Sellers or Aero are not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person, and (B) engage in staffing services to companies (whether temporary or permanent personnel placement), which may include companies that engage in the Restricted Business.
(b) During the Restricted Period, each Selling Party Sellers and Aero shall not, and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a6.5(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment; provided, except pursuant however, that the foregoing will not restrict Sellers and Aero or any of their Affiliates from soliciting or hiring any employee who responds to a general solicitation which is not directed specifically to any placed by such employeesPerson in the ordinary course of business; providedprovided further, that nothing in this Section 6.07(b6.7(b) shall prevent any Selling Party Sellers and Aero or any of its their Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or Buyer, (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee, or (iii) any Business employee that does not accept Buyer’s offer of employment at Closing pursuant to Section 6.5, subject to Sellers' compliance with Section 6.5(a).
(c) Each Selling Party acknowledges Sellers and Aero acknowledge that a breach or threatened breach of this Section 6.07 6.7 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Sellers or Aero of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party acknowledges Sellers and Aero acknowledge that the restrictions contained in this Section 6.07 6.7 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.7 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.7 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Asset Purchase Agreement (Addvantage Technologies Group Inc)
Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Sellers shall not, and shall not permit any of their respective Affiliates or its or their respective Representatives to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage intentionally interfere in any material actual respect with the business relationships (whether formed prior to or prospective client, customer, supplier after the date of this Agreement) between the Company and customers or licensor suppliers of the Business (including any existing or former client or 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 relationshipCompany. Notwithstanding the foregoing, the Selling Parties any Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if so long as such Seller is not a controlling Person of, or a member of acts in concert with a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of the securities of such Person. For the avoidance of doubt, engaging with the Company as an employee, advisor, or independent contractor shall not be considered a breach of this Section 6.06(a).
(b) During the Restricted Period, each Selling Party Sellers shall not, and shall not permit any of their respective Affiliates or its Affiliates or their respective Representatives to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) employee or is or was employed in independent contractor of the Business during the Restricted Period, Company or encourage any such employee or independent contractor to leave such employment or engagement with the Company or hire any such employee or independent contractor who has left such employmentemployment or engagement, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b6.06(b) shall prevent any Selling Party Seller or any of its such Seller’s Affiliates from hiring (i) any employee or independent contractor whose employment or engagement has been terminated by the Company or Buyer or (ii) after 180 one hundred eighty (180) days from the date of termination of employmenttermination, any employee or independent contractor whose employment or engagement has been terminated by the employeeotherwise terminated.
(c) During the Restricted Period, Sellers shall not, and shall not permit any of their respective Affiliates or its or their respective Representatives to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. For purposes of this section, a “potential” client or customer is one to which the Company has within six (6) months prior to the Closing Date submitted bids or proposal or has engaged in multiple conversations regarding the Company’s services.
(d) Each Selling Party Seller acknowledges that a breach or threatened breach of this Section 6.07 6.06 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties such Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bondbond or other security).
(de) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 6.06 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this AgreementContemplated Transactions. In the event that any covenant contained in this Section 6.07 6.06 should ever be adjudicated to exceed the time, geographic, product or service service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on At all times following the Closing Date (the "Restricted Period")Closing, each of the Selling Seller Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) except as set forth in Schedule 6.04(a) of the Disclosure Schedules, cause, induce or encourage any material actual or prospective client, customer, supplier vendor or licensor of the Business (including any existing or former client or customer of Seller Parties 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. Notwithstanding the foregoing, the Selling Parties Sellers may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if no Seller Party is not a controlling Person ofof such Person, or a member of a group which controlscontrols such Person, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person. Nothing in this Section 6.04 shall limit, restrict or otherwise prohibit any Seller Parties from continuing to provide services to Regis Corporation or its customers, Franchisees, vendors or other third parties.
(b) During the Restricted Period, each Selling Party Seller Parties shall not, and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted PeriodOffered Employee, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.such
(c) Each Selling Party acknowledges Seller Parties acknowledge that a breach or threatened breach of this Section 6.07 6.04 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Seller Parties of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party acknowledges Seller Parties acknowledge that the restrictions contained in this Section 6.07 6.04 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.04 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.04 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three five (35) years commencing on at the Closing Date Effective Time (the "Restricted Period"), each of the Selling Parties Seller shall not, and shall not permit any Person that is an Affiliate of their Affiliates Seller as of the date hereof to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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 adversely any such actual or prospective relationship. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person. For the avoidance of doubt, Seller's performance of its obligations under the Transition Services Agreement will not be in violation of this Section 8.16(a). Notwithstanding the foregoing, Seller may provide mobile banking services to its customers during the Restricted Period, provided such mobile banking services do not utilize the technology and intellectual property being transferred to Buyer in the Contemplated Transactions.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person Person who is offered employment by Buyer pursuant to Section 6.05(a8.05(a) or is or was employed in the Business by Buyer or its Affiliates during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b8.16(b) shall prevent any Selling Party Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party Seller acknowledges that a breach or threatened breach of this Section 6.07 8.16 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 8.16 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 8.16 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 8.16 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Purchase and Assumption Agreement and Plan of Merger (Customers Bancorp, Inc.)
Non-Competition; Non-Solicitation. (a) For a period from the Closing until the earlier of three the fifth (35th) years commencing on anniversary of the Closing Date (and the "Restricted Period"), each dissolution and liquidation of the Selling Parties shall notEntities, and each Selling Entity shall not permit directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the design, sourcing, distribution or sale through retail stores, outlet stores or catalogs of men’s, women’s or children’s outwear, apparel, accessories and sporting equipment or that otherwise competes with the Business (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.14(a) shall not restrict the acquisition by a Selling Entity or any of their Affiliates toits Affiliates, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that the Buyer, in addition to any other relief available to it, 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 from the Closing to the earlier of the fifth (5th) anniversary of the Closing Date and the dissolution and liquidation of the Selling Entities, each Selling Entity shall not: (i) engage in cause, solicit, induce or assist others in engaging in encourage any Current Employees of any Selling Entity or Acquired Subsidiary who are or become employees of the Restricted Business in the Territory; Buyer or a Buyer Designee to leave such employment or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier supplier, or licensor of the Business (including any existing or former client or customer of Seller a Selling Entity or Acquired Subsidiary 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. Notwithstanding relationship with the foregoingBuyer (but taking into account, in each case, the fact that the Bankruptcy Case have commenced and that, following the Closing, the Selling Parties Entities intend to dissolve and liquidate and, as a result thereof, may ownreject, directly terminate or indirectly, solely as an investment, securities of Buyer or its Affiliates and of cease any Person traded on remaining relationships with any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employeeother Persons).
(c) Each Selling Party acknowledges that The covenants and undertakings contained in this Section 7.14 relate to matters which are of a breach special, unique and extraordinary character and a violation of any of the terms of this Section 7.14 will cause irreparable injury to the Buyer, the amount of which will be impossible to estimate or threatened determine and which cannot be adequately compensated. Therefore, the Buyer 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 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, 7.14. The rights and hereby agrees that in the event of a breach or a threatened breach remedies provided by the Selling Parties of any such obligations, Buyer shall, this Section 7.14 are cumulative and in addition to any and all other rights and remedies which the Buyer may have hereunder or at law or in equity. Each of Buyer and Seller agree that may if any portion of the Purchase Price or the Closing Payment is allocated to this Section 7.14 pursuant to Section 2.6 or otherwise, such allocated portion shall be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond)de minimis.
(d) Each Selling Party acknowledges The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that the restrictions contained in a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute 7.14 is unreasonable, arbitrary or against public policy, then a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the timelesser time period, geographicgeographical area, product or service business limitation or other limitations permitted by relevant feature which is determined to be reasonable, not arbitrary and not against public policy may be enforced against the applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdictionparty.
Appears in 1 contract
Samples: Asset Purchase Agreement (Eddie Bauer Holdings, Inc.)
Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% five percent (5%) or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Asset Purchase Agreement (Innovative Food Holdings Inc)
Non-Competition; Non-Solicitation. (a) For a period of three five (35) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% five percent (5%) or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a6.01(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b6.03(b) shall prevent any Selling Party Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party Seller acknowledges that a breach or threatened breach of this Section 6.07 6.03 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 6.03 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.03 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three (3) five years commencing on the day immediately following the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing)either Company, or any other Person who has a material business relationship with either Company, in each case as at the BusinessEffective Time, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During For the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, employee of either Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b5.07(b) shall prevent any Selling Party Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by either Company or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of either Company or potential clients or customers of either Company for purposes of diverting their business or services from such Company.
(d) Seller acknowledges that a breach or threatened breach of this Section 6.07 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(de) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 5.07 should ever be adjudicated to exceed the time, geographic, product or service service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.this
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the "Restricted Period"), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three five (35) years commencing on following the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in any business that is competitive with the Restricted Business in the Territory(a “Competitive Business”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted a Competitive Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or 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. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if the Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party the Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) the Purchaser or an Affiliate of Purchaser or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that nothing in this Section 6.07(b6.6(b) shall prevent any Selling Party the Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer the Purchaser or its Affiliates, or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party The Seller acknowledges that a breach or threatened breach of this Section 6.07 6.6 would give rise to irreparable harm to Buyerthe Purchaser, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer the Purchaser shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party The Seller acknowledges that the restrictions contained in this Section 6.07 6.6 are reasonable and necessary to protect the legitimate interests of Buyer the Purchaser and constitute a material inducement to Buyer the Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.6 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.6 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
(e) The Purchaser and the Seller agree that in the event that the Purchaser and its Affiliates permanently cease to engage in the Business, the restrictions contained in this Section 6.6 shall become null and void.
Appears in 1 contract
Samples: Asset Purchase Agreement (MultiPlayer Online Dragon, Inc.)
Non-Competition; Non-Solicitation. (a) For a the period of three (3) years 36 months commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the ClosingClosing Date), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% five percent or more of any class of securities of such Person. In addition, nothing contained herein shall preclude Seller from selling or otherwise disposing of obsolete inventory.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b6.1(b) shall prevent any Selling Party Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party acknowledges If Seller breaches, or threatens to commit a breach of, any of the provisions of this Section 6.1(c), Buyer shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Buyer under law or in equity:
(i) the right and remedy to have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that a any such breach or threatened breach may cause irreparable injury to Buyer and that money damages may not provide an adequate remedy to Buyer; and
(ii) the right and remedy to recover from the Seller all monetary damages suffered by Buyer as the result of any acts or omissions constituting a breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond)6.1.
(diii) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 6.1 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 6.1 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 6.1 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
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Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on Sellers understand that Buyer shall be entitled to protect and preserve the Closing Date (the "Restricted Period"), each of the Selling Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor going concern value of the Business (including any existing or former client or customer and the Company to the extent permitted by applicable Law and that Buyer would not have entered into this Agreement absent the provisions 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. Notwithstanding the foregoing, the Selling Parties may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Personthis Section 4.5.
(b) During Each Seller agrees that, during the Restricted Periodthree-year period immediately following the Closing Date, each Selling Party shall it will not, and shall not permit any will cause each of its current and future Affiliates not to, engage (directly or indirectly), hire alone or solicit in association with another Person, control, operate, manage or have any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed ownership interest in any business located anywhere in the Business during United States that competes with the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employeesBusiness; provided, however, that nothing no owner of less than 5% of the outstanding stock of any publicly traded corporation shall be deemed to engage or participate in this Section 6.07(b) shall prevent any Selling Party or any such publicly traded corporation’s business solely by reason of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employeesuch investment.
(c) Each Selling Party acknowledges Seller agrees that during the three-year period immediately following the Closing it will not, and will cause each of its current and future Affiliates not to (directly or indirectly): (i) hire, engage or recruit, solicit or otherwise attempt to employ or engage or enter into any business relationship with any Person employed by the Company, or induce or attempt to induce any such Person to leave such employment, or (ii) intentionally interfere with the relationship between the Company and any of the Company’s current customers, servicing carriers, sub-producers or other business associates engaged in the Business, or intentionally induce, solicit or otherwise cause to terminate, non-renew or reduce premiums written by any such customers, servicing carriers, sub-producers or other business associates; provided, however, that in the case of clause (i) of this subsection, (x) placing a breach or threatened general advertisement of employment will not be deemed a breach of this Section 6.07 would give rise 4.5(c) and (y) any Seller or its Affiliate may hire a former employee of the Company after such former employee has ceased to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that employed by the Company in the event operation of the Business for a breach or a threatened breach by the Selling Parties period of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond)at least six months.
(d) Each Selling Party acknowledges Sellers, on behalf of themselves and their respective Affiliates, agree that irreparable damage would occur in the restrictions contained in this Section 6.07 are reasonable and necessary to protect case of any breach of the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity 4.5, and, accordingly, that Buyer shall be entitled to seek injunctive or unenforceability other equitable relief, including the remedy of specific performance, to prevent any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdictionbreach of this Section 4.5.
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Samples: Stock Purchase Agreement (Kingsway Financial Services Inc)
Non-Competition; Non-Solicitation. (a) For Seller acknowledges the competitive nature of the Business and accordingly agrees, in connection with the sale of the Purchased Assets, including the goodwill of the Business, which Buyer considers to be a valuable asset, and in exchange for good and valuable consideration, that for a period of three (3) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in restaurant operations (the “Restricted Business Business”) in the 50-mile geographic radius surrounding the Business (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, member, manager, employee, principal, agent, trustee trustee, or consultant; or (iii) cause, induce induce, or encourage any material actual or prospective client, customer, supplier supplier, or licensor of the Business (including any existing or former client or 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. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% five percent (5%)/ or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, provided that nothing in this Section 6.07(b5.02(b) shall prevent any Selling Party Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer Buyer; or (ii) after 180 one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party Seller acknowledges that a breach or threatened breach of this Section 6.07 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the "“Restricted Period"”), each of the Selling Parties Seller shall not, and shall not permit any of their its Affiliates (including Zeta Telecom Solutions, Inc.) to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage intentionally interfere in any material actual respect with the business relationships (whether formed prior to or prospective client, customer, supplier after the date of this Agreement) between the Company and customers or licensor suppliers of the Business (including any existing or former client or 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 relationshipCompany. Notwithstanding the foregoing, the Selling Parties Seller may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 15% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party Seller shall not, and shall not permit any of its Affiliates (including Zeta Telecom Solutions, Inc.) to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in employee of the Business during the Restricted Period, Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b5.02(b) shall prevent any Selling Party Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling Party During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates (including Zeta Telecom Solutions, Inc.) to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company.
(d) Seller acknowledges that a breach or threatened breach of this Section 6.07 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Parties Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(de) Each Selling Party Seller acknowledges that the restrictions contained in this Section 6.07 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 5.02 should ever be adjudicated to exceed the time, geographic, product or service service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
(f) Nothing in this Section 5.02 shall prohibit Zeta Telecom Solutions, Inc. from (i) engaging in transactions with Buyer or any of Buyer’s Affiliates, or (ii) conducting any activities that are otherwise prohibited by this Section 5.02, or from engaging in any transactions with a third party, if such activities or transactions are first disclosed to, and approved, in writing, by an officer of Buyer.
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) For a period of three (3) five years commencing on the Closing Date (the "“Restricted Period"”), each of Sellers, Xxxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxx Xxxxxxxx, Danvers X. Xxxxxxxx III and Xxxxx X. Xxxxxxxx (collectively, the Selling Parties “Non-compete Parties”) shall not, and shall not permit any of their controlled Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage intentionally interfere in any material actual respect with the business relationships (whether formed prior to or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), date of this Agreement) between either Company and customers or any other Person who has a material business relationship with the Business, to terminate or modify any suppliers of such actual or prospective relationshipCompany. Notwithstanding the foregoing, each of the Selling Non-compete Parties may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange only if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person.
(b) During the Restricted Period, each Selling Party the Non-compete Parties shall not, and shall not permit any of its their controlled Affiliates to, directly or indirectly, hire solicit for employment any current or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Periodformer employee of either Company, or encourage any such employee to leave such employment or hire any such employee who has left such employmentso solicited or encouraged, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party the Non-compete Parties or any of its their Affiliates from hiring soliciting (i) any employee whose employment has been terminated by either Company or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.
(c) Each Selling During the Restricted Period, no Non-compete Party acknowledges shall, nor permit any of their controlled Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any Person which was on the Closing Date a client or customer of either Company and/or to the current actual knowledge of such Non-compete Party is, at that time, or which has been within two years prior to that time, a client or customer of either Company or potential client or customer of either Company with the intent of diverting their business or services from such Company.
(d) The Non-compete Parties acknowledge that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Selling Non-compete Parties of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). For purposes of clarification, the rights and remedies that may be available to Buyer in respect of a breach of this Section 6.07 shall not be limited, affected or diminished in any manner by Section 9.12.
(de) Each Selling Party acknowledges The Non-compete Parties acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
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