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Common use of Non-Competition; Non-Solicitation Clause in Contracts

Non-Competition; Non-Solicitation. (a) For a period of three years commencing on the Closing Date (the “Restricted Period”), Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted 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, officer, member, manager, employee, principal, agent, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of Brio. (b) During the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers acknowledges that a breach or threatened breach of this Section 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 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) Sellers acknowledges that the restrictions contained in this Section 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 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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: Membership Interest Purchase Agreement (1606 Corp.), Membership Interest Purchase Agreement (1606 Corp.)

Non-Competition; Non-Solicitation. (a) For Subject to Section 8.3(b), as a material inducement to Buyer to enter into this Agreement, Parent shall not, and Parent shall cause each of its Affiliates not to, directly or indirectly (whether by itself, through an Affiliate or in partnership or conjunction with, or as a member, owner, consultant or agent of, any other Person): (i) for a period of three (3) years commencing on following the Closing Date (the “Restricted Period”)Date, Sellers shall notundertake, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage participate in or assist others carry on or be engaged in, or in engaging any other manner advise or assist, or have an interest in, any other Person in or owning more than 5% of a company that createsconnection with the operation of, manufactures, and or sells CBD and related cannabinoid products or services any Competing Business Activities anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory world in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; and (ii) for a period of two (2) years following the Closing Date, solicit, entice, encourage or (iii) intentionally interfere in influence, or attempt to solicit, entice, encourage or influence, any material respect Business Employee to resign or otherwise leave the employ of Buyer or its Affiliates or otherwise hire, employ, engage or contract with any Business Employee to perform services other than for the business relationships (whether formed prior to benefit of Buyer or after the date of this Agreement) between Brio and customers or suppliers of Brioits Affiliates. (b) During the Restricted PeriodNotwithstanding Section 8.3(a), Sellers shall not, Parent and its Affiliates shall not permit be prohibited from or restricted in any of its Affiliates way with respect to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) advertising job openings by use of third party recruiters, newspapers, magazines, the internet, social media and other media, so long as such efforts are not specifically directed at individual Business Employees, or hiring any employee terminated by Brio or Buyersuch Business Employees as a result thereof; or (ii) after one hundred eighty hiring or soliciting any Business Employee who has terminated employment with Buyer or any Affiliate thereof at least three (1803) days from months prior to the date of termination of employmentfirst contact by Parent or its Affiliates with such Business Employee, any employee or whose employment has been terminated by Buyer or any Affiliate thereof, so long as, in each case, there was no solicitation in violation of Section 8.3(a)(ii) by Parent or its Subsidiaries prior thereto; (iii) continuing to engage in any business (other than the employeeBusiness) that Parent or any of its Affiliates engages in as of the date of this Agreement; (iv) holding, directly or indirectly, solely as an investment, not more than one percent (1%) of the outstanding voting securities of any company traded on any national securities exchange that is primarily engaged in Competing Business Activities; or (v) acquiring, and following such acquisition, actively engaging in any business that has a Subsidiary, division, group, franchise or segment that is engaged in any Competing Business Activity, so long as for the most recent fiscal year ending prior to the date of such acquisition, the revenues derived from the Competing Business Activities were less than ten percent (10%) of the total consolidated revenues of such business. (c) Sellers Parent acknowledges that a breach or threatened breach violation of this Section 5.07 would give rise to 8.3 may cause Buyer and its Affiliates irreparable harm to Buyer, for which monetary damages would may not be an adequate remedy, and hereby adequately compensated for by money damages. Parent therefore agrees that in the event of a breach any actual or a threatened breach by Sellers violation of any such obligationsthis Section 8.3, Buyer shallshall be entitled, in addition to any and all other rights and remedies that it may be available have, to it in respect of such breach, be entitled to equitable relief, including seek a temporary restraining orderorder and to seek preliminary and final injunctive relief against Parent or any Subsidiary of Parent to prevent any violations of this Section 8.3, an injunction, specific performance, and any other relief that may be available from without the necessity of posting a court of competent jurisdiction (without any requirement to post bond). (d) Sellers Parent acknowledges that the restrictions contained in this Section 5.07 8.3 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 5.07 8.3 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Requirements of Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderRequirements of Law. The covenants contained in this Section 5.07 8.3 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: Purchase Agreement (Cryoport, Inc.), Purchase Agreement (Chart Industries Inc)

Non-Competition; Non-Solicitation. (a) For a period of three five (5) years commencing on the Closing Date (the “Restricted Period”), Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or owning more than 5% of a company that createssimilar to, manufacturesthe Company’s business, including without limitation staffing and or sells CBD recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and related cannabinoid products or services anywhere in the world. management industries (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages engages, directly or indirectly indirectly, in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio the Company and customers or suppliers of Briothe Company. (b) During the Restricted Period, Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio the Company or encourage any employee to leave Briothe Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that however, nothing in this Section 5.07(b5.02(b) shall prevent Sellers Seller or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyerthe Company; or (ii) after one hundred eighty (180) days from the date of termination of employmentresignation, any employee whose employment that has been terminated by resigned from the employeeCompany. (c) Sellers Seller acknowledges that a breach or threatened breach of this Section 5.07 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 Sellers 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, or specific performance, and any other relief that may be available from a court of competent jurisdiction performance (without any requirement to post bond). (d) Sellers Seller acknowledges that the restrictions contained in this Section 5.07 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 5.07 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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.

Appears in 2 contracts

Samples: Share Purchase Agreement (Staffing 360 Solutions, Inc.), Share Purchase Agreement (Staffing 360 Solutions, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three years commencing on Seller hereby covenants and agrees that from and after the Closing Date and during the three (the “Restricted Period”)3) year period thereafter, Sellers shall not, and Seller shall not permit directly or indirectly (except as otherwise contemplated in this Article VI on behalf of Purchaser): (i) engage in, or control, advise, manage or receive any economic benefit from, have any financial interest in (except investment in not more than two percent (2%) of any class of securities of any publicly traded company) or exert any influence upon any business, corporation or other Person which conducts, activities anywhere in the world the same as or similar to any activities of the Business; (ii) solicit, divert or attempt to solicit or divert any Person who is, was, or was solicited to become, a customer or supplier of the Business at any time prior to the date hereof; or (iii) employ, solicit for employment or encourage to leave his or her employment, in each case, either as an officer or employee, any Transferred Employee or any other individual who was during the twenty-four (24)-month period prior to such employment, solicitation or encouragement, or is at the time of such employment, solicitation or encouragement, an officer or employee of Purchaser or any of its Affiliates to, directly (or indirectly: (i) engage in any successor corporation into which Purchaser or assist others in engaging in any of its Affiliates may be merged or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”consolidated); (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, officer, member, manager, employee, principal, agent, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of Brio. (b) During the Restricted Period, Sellers shall notSeller acknowledges that Purchaser would be irreparably harmed by a violation of Section 6.8(a), and Seller agrees that Purchaser, in addition to any other remedies available to it for such breach or threatened breach, shall be entitled to a preliminary injunction, temporary restraining order, permanent injunction and other equivalent relief, restraining Seller from any actual or threatened breach of Section 6.8(a). Seller agrees to waive any requirement that a bond be posted in order for Purchaser to secure an injunction or other equitable remedy (or, if such requirement cannot permit any of its Affiliates be waived under applicable law, Seller agrees that such bond need not be more than a nominal sum). All remedies shall be in addition to, directly and not in limitation of, all other remedies available at law, in equity or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employeeotherwise. (c) Sellers acknowledges that a breach If the provisions of Section 6.8(a) are determined to be invalid or threatened breach unenforceable for any reason, including by reason of this being vague or unreasonable as to duration, area or scope of activity, then Section 5.07 would give rise 6.8(a) shall be considered divisible (with the other provisions of Section 6.8(a) to irreparable harm remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to Buyerbe immediately amended to include only such time, for which monetary damages would not area, scope of activity and other restrictions, as may be an adequate remedydetermined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and hereby Seller expressly agrees that in the event of a breach or a threatened breach by Sellers of any such obligationsSection 6.8(a), Buyer shallas so amended, 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) Sellers acknowledges that the restrictions contained in this Section 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 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 valid and binding as though any invalid or service, or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in this Section 5.07 and each unenforceable provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall had 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 jurisdictionbeen included therein.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Textura Corp), Asset Purchase Agreement (Textura Corp)

Non-Competition; Non-Solicitation. (a) For a period of three five (5) years commencing on the Closing Date (the “Restricted Period”), Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; consultant or (iii) intentionally interfere in cause, induce or encourage any material respect 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 relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, Seller may own, directly or indirectly, solely as an investment, securities of this Agreement) between Brio 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 customers does not, directly or suppliers indirectly, own 5% or more of Brioany class of securities of such Person. (b) During the Restricted Period, Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer or former employee of Brio is employed in the XXXX business during the Restricted Period, or encourage any such employee to leave Brio’s 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 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers Seller acknowledges that a breach or threatened breach of this Section 5.07 ‎Section 5.11 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 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) Sellers Seller acknowledges that the restrictions contained in this Section 5.07 ‎Section 5.11 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 5.07 ‎Section 5.11 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 ‎Section 5.11 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: Stock Purchase Agreement (Ability Inc.), Stock Purchase Agreement (Ability Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three two (2) years commencing on the Closing Date (the “Restricted Period”), Sellers shall notneither Seller shall, and shall not permit any of its respective Affiliates to, directly manufacture, market, distribute or indirectlysell, anywhere in the world, any new drone-based multispectral sensor utilizing the Normalized Difference Vegetation Index (NDVI) for application in the agriculture industry. For the avoidance of doubt, the parties acknowledge and agree that nothing in this Section 5.09 shall restrict or otherwise limit, at any time or any place: (i) engage Parrot’s or any of its Affiliates’ rights, to sell, transfer, assign or otherwise dispose of (A) any inventories of agricultural sensor products, including the “Sequoia” product, in existence as of the Closing Date; provided that, neither Parrot nor any of its Affiliates may manufacture or assist others in engaging in purchase any additional inventories of such products following the Closing Date; or owning more than 5% of a company that creates(B) any drone products and/or related agricultural sensors, manufactures, and or sells CBD and related cannabinoid including any such products or services anywhere in the world. sensors sold by senseFly S.A. (the including any successor thereto, Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “TerritorysenseFly”); or (ii) have an interest in senseFly’s right to continue purchasing sensor products from the Company or any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, principal, agent, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of Brioother Person. (b) During the Restricted Period, Sellers shall notneither Seller shall, and shall not permit any of its their respective Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio the Company or encourage any such employee to leave Brio’s 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 5.07(b5.09(b) shall prevent Sellers any Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by Brio the Company or Buyer; Buyer or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers Each Seller acknowledges that a breach or threatened breach of this Section 5.07 5.09 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 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, performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Sellers Each Seller acknowledges that the restrictions contained in this Section 5.07 5.09 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 5.07 5.09 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 5.09 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: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)

Non-Competition; Non-Solicitation. (a) For Each of the Consultant and Litt agrees that it or he will not during the Term and, subject to Section 7(b) hereof, for a period of three years commencing on the Closing Date (the “Restricted Period”)six months thereafter, Sellers shall notengage in, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”); (ii) have an interest in any Person that engages otherwise directly or indirectly in the Restricted Business in the Territory in any capacitybe employed by, including or act as a partnerconsultant, shareholderadvisor or lender to, or be a director, officer, member, manager, employee, principalstockholder, agent, advisorowner, or consultant; partner of, any other business or (iii) intentionally interfere in any material respect organization which competes with the business relationships (whether formed prior Company or any parent, subsidiary, or affiliate of the Company. Notwithstanding anything contained herein to or after the date contrary, the provisions of this AgreementSection 7(a) between Brio and customers will not be deemed breached merely because the Consultant or suppliers Litt owns not more than 1% of Briothe outstanding common stock of a corporation, if, at the time of its acquisition by the Consultant or Litt, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a national securities exchange. (b) During In the Restricted Periodevent that the average monthly payments to the Consultant during the six month period immediately preceding the expiration of the Term or earlier termination of this Agreement equal or exceed $6,000 per month, Sellers the period during which the Consultant and Litt shall be prohibited from competing with the Company or any parent subsidiary or affiliate of the Company shall be extended for six months. If the average monthly payments during such six month period are less than $6,000 per month, the Company shall have the option to extend the non-compete period for the additional six months by paying to the Consultant, in a lump sum, an amount equal to $36,000 less the amount actually paid to the Consultant pursuant to this Agreement during such six month period. The Company may exercise such option by giving the Consultant written notice thereof and by making the required payment within 10 business days of the expiration of the Term or earlier termination of this Agreement, as the case may be. (c) Each of the Consultant and Litt agrees that for a period of two years from the termination of this Agreement it or he will not, and shall not permit any of its Affiliates to, directly or indirectly, hire employ or solicit the employment or engagement by others of any current employees of, or former employee of Brio or encourage any employee to leave Brio’s employmentconsultants hired by, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers the Company or any future parent, subsidiary or affiliate of its Affiliates from hiring: (i) any employee terminated by Brio the Company, within a period of one year after such person is no longer employed or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated retained by the employee. (c) Sellers acknowledges that a breach or threatened breach of this Section 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 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) Sellers acknowledges that the restrictions contained in this Section 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 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction Company or any Governmental Orderfuture parent, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to subsidiary or affiliate of the maximum time, geographic, product or service, or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in this Section 5.07 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 jurisdictionCompany.

Appears in 1 contract

Samples: Consulting Agreement (American Technical Ceramics Corp)

Non-Competition; Non-Solicitation. (a) For a period of three five (5) years commencing on the Closing Date (the “Restricted Period”), Sellers each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio the Company and customers or suppliers of Briothe Company. Notwithstanding the foregoing, Sellers, collectively, may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange or over-the-counter market if Sellers are not (individually or in the aggregate) a controlling Person of, or a member of a group which controls, such Person and do not, directly or indirectly, own ten percent (10%) or more of any class of securities of such Person. (b) During the Restricted Period, Sellers each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio the Company or encourage any such employee to leave Brio’s 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 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, each 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 the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Sellers acknowledges acknowledge that a breach or threatened breach of this Section 5.07 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees agree that in the event of a breach or a threatened breach by Sellers 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, performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (de) Sellers acknowledges acknowledge that the restrictions contained in this Section 5.07 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 5.07 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kingsway Financial Services Inc)

Non-Competition; Non-Solicitation. (a) For a period of three years commencing on the Closing Date (the “Restricted Period”), Sellers each of the Majority Stockholders shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio the Company, Parent or any other subsidiary of Parent and their respective customers or suppliers of Brioand suppliers. (b) During the Restricted Period, Sellers each of the Majority Stockholders shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio the Company, Parent or any other subsidiary of Parent or encourage any such employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to such employment or hire any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of who has left such employment, any employee whose employment has been terminated by the employee. (c) Sellers During the Restricted Period, each of the Majority Stockholders 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, potential clients, customers or potential customers of the Company, Parent or any other subsidiary of Parent for purposes of diverting their business or services from the Company. (d) Each of the Majority Stockholders acknowledges that a breach or threatened breach of this Section 5.07 10.14 would give rise to irreparable harm to BuyerParent, 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 Majority Stockholder, of any such obligations, Buyer Parent 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). (de) Sellers Each of the Majority Stockholders acknowledges that the restrictions restriction contained in this Section 5.07 10.14 are reasonable and necessary to protect the legitimate interests of Buyer Parent and constitute a material inducement to Buyer Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 10.14 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 10.14 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 provision 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: Merger Agreement (Fusion Telecommunications International Inc)

Non-Competition; Non-Solicitation. (a) For a period of three years commencing Executive agrees that during the Term and ending on the Closing Date (one-year anniversary of the “Restricted Period”)termination of Executive’s employment, Sellers shall not, and Executive shall not permit any anywhere within the United States of its Affiliates to, America (whether directly or indirectly: , through any affiliate or other person, or in the name or on behalf of any affiliate or other Person, whether acting as an officer, director, shareholder, owner, partner, member, trustee, beneficiary, employee, promoter, consultant, technical adviser, agent, lender, manager or otherwise or as the assign of any such Person): (i) engage or participate in any business, either directly or assist others indirectly, that competes with the Business of the Company; provided, however, that nothing in engaging Section 5.3(a)(i) shall be construed to preclude Executive from making any investment in the securities of any business enterprise whether or owning more than not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange, but only if such investment does not exceed 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”); outstanding voting securities of such enterprise (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, officer, member, manager, employee, principal, agent, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of Brio. (b) During the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectlyrecruit, hire or solicit any current or former employee employee, consultant or independent contractor of Brio the Company, or encourage any employee such employee, consultant or independent contractor to leave Brio’s employmentthe employ or service of the Company unless such former employee, except pursuant consultant, or independent contractor has not been employed or retained by the Company for a period in excess of six (6) months; (iii) request, advise or otherwise induce any Person to withdraw, curtail or cancel its business dealings with the Company; In the event of a general solicitation which is not directed specifically to breach by any such employees; provided, that nothing Executive of any covenant set forth in this Section 5.07(b5.3(a), the term of such covenant will be extended for Executive by the period of the duration of such breach. For purposes hereof, the term “Business” shall mean developing and offering any products of a like-nature to the products and product candidates of the Company. It is agreed by the parties that the foregoing covenants in this Section 5.3(a) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio are reasonable in light of the consideration and other benefits payable or Buyer; or that may become payable to Executive pursuant to this Agreement and (ii) after one hundred eighty (180) days from impose a reasonable restraint on Executive in light of the activities and business of Company on the date of termination the execution of employmentthis Agreement and the current plans of Company. Notwithstanding the foregoing, it is the intent of Company and Executive that such covenants be construed and enforced in accordance with the changing activities, business and locations of Company throughout the term of this covenant. (b) The covenants in this Section 5.3 are severable and separate, and the unenforceability of any employee whose employment has been terminated by specific covenant shall not affect the employeeprovisions of any other covenant. In the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth herein are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that such court deems reasonable, and this Agreement shall thereby be reformed. (c) Sellers acknowledges that a breach or threatened breach All of this Section 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 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) Sellers acknowledges that the restrictions contained covenants in this Section 5.07 are reasonable 5.3 shall be construed as an agreement independent of any other provision in this Agreement, and necessary to protect the legitimate interests existence of Buyer and any claim or cause of action of Executive against Company, whether predicated in this Agreement or otherwise, shall not 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 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction defense to the maximum time, geographic, product or service, or other limitations permitted enforcement by applicable Law or Company of such Governmental Order. The covenants contained in this Section 5.07 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 jurisdictioncovenants.

Appears in 1 contract

Samples: Employment Agreement (Scopus BioPharma Inc.)

Non-Competition; Non-Solicitation. (a) For a period From and after the date hereof and until three (3) years after the Closing, Seller, its successors and their Affiliates shall not, directly or indirectly, whether on such Person’s own behalf or on behalf of three years commencing on some other Person (i) participate, sponsor, organize, encourage, or invest, or attempt to do any of the Closing Date foregoing, in any Person or activity that is competitive with the Business, (ii) cause, induce, solicit or encourage any contractor, vendor, service provider, strategic partner or actual or prospective customer of the Business (the “Restricted PeriodCovered Persons)) to terminate such status or advise any Person against entering into such status; (iii) solicit business that is primarily related to the Business from or provide services that are primarily related to the Business to, Sellers shall notany Person who was a Covered Person within the twenty-four (24) months preceding the date thereof; (iv) otherwise intentionally disrupt or interfere with, and shall not permit or attempt to disrupt or interfere with, the relations of Purchaser or any of its Affiliates to, directly or indirectly: (i) engage with any Covered Person in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in connection with the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted 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, officer, member, manager, employee, principal, agent, advisor, or consultant; or (iiiv) intentionally interfere disparage or make any false statements (whether in oral, written, electronic or other form) to any material respect media source, industry member-company or group, financial institution or Covered Person regarding Purchaser or its Affiliates in connection with the business relationships Business; provided, that the foregoing shall not prohibit Seller, its successors and their Affiliates from, collectively, owning as a passive investment ten percent (whether formed prior 10%) or less of the equity of any publicly-traded entity. For purposes of the foregoing, a Person who is not a customer of the Business shall be considered a “prospective customer” if, to the Knowledge of Seller, Seller or after any of its Subsidiaries made a presentation or written proposal to such Person primarily related to the Business during the twenty-four (24) month period preceding the date of this Agreement) between Brio and customers hereof or suppliers of Briowas preparing to make such a presentation or proposal on the date hereof. (b) During From the Restricted Perioddate of this Agreement until the date that is one (1) year after the Closing Date, Sellers shall not, Seller and shall its Subsidiaries will not permit any of its Affiliates to, directly or indirectly, hire or without the prior written consent of Purchaser, solicit any current Transferred Employee for employment by Seller or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employeesits Subsidiaries; provided, however, that nothing Seller and its Subsidiaries will be permitted to solicit for employment and to hire any such employees who are contacted as a result of the use of general newspaper or online advertisement and other general non-targeted recruitment techniques in the ordinary course of business, as opposed to targeted solicitations of any one or more of such Transferred Employees. (c) From the date of this Agreement until the date that is one (1) year after the Closing Date, Purchaser’s Datacenter and Connected Systems Group (“DCSG”) will not directly or indirectly, without the prior written consent of the Seller, solicit any Seller Retained Business Employee, any employee of Seller’s Fibre Channel group (other than any employee located in Minnesota) or any Seller employee located at Seller’s facility in Pune, India (other than any employee that is a Business Employee that is offered employment by Purchaser pursuant to Section 5.3), for employment by its Communications & Networking Group; provided, however, that DCSG will be permitted to solicit for employment and to hire any such employees who are contacted as a result of the use of general newspaper or online advertisement and other general non-targeted recruitment techniques in the ordinary course of business, as opposed to targeted solicitations of any one or more of such employees. (d) The parties acknowledge and agree that the remedy at law for any breach of this Section 5.07(b5.8 would be inadequate and that, in addition to any other remedies available, the non-breaching party shall be entitled to specific performance, injunctive relief or other equitable remedies in the event of any such breach. The duration of the restrictions set forth in clauses (a), and (b) of this Section shall prevent Sellers be extended by a period of time equal to the number of days, if any, during which Seller or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from is in breach thereof. The duration of the date of termination of employment, any employee whose employment has been terminated by the employee. restrictions set forth in clause (c) Sellers acknowledges that a breach or threatened breach of this Section 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 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) Sellers acknowledges that the restrictions contained in this Section 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 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction extended by a period of time equal to the maximum timenumber of days, geographicif any, product or service, or other limitations permitted by applicable Law or such Governmental Order. The covenants contained during which Purchaser is in this Section 5.07 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 jurisdictionbreach thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Qlogic Corp)

Non-Competition; Non-Solicitation. (a) For a period of three five (5) years commencing on the Closing Date (the "Restricted Period"), Sellers Seller and EcoArk shall not, and shall not permit any of its their Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in cause, induce or encourage any material respect 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 relationships (whether formed prior Business, to terminate or after the date of this Agreement) between Brio and customers modify any such actual or suppliers of Brioprospective relationship. (b) During the Restricted Period, Sellers Seller and EcoArk shall not, and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.04(a) or former employee of Brio is or was employed in the Business during the Restricted Period, or encourage any such employee to leave Brio’s 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 5.07(b6.05(b) shall prevent Sellers Seller, EcoArk, or any of its their Affiliates from hiring: hiring (i) any employee whose employment has been terminated by Brio or Buyer; Buyer or (ii) after one hundred eighty (180) 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers acknowledges Seller and EcoArk acknowledge that a breach or threatened breach of this Section 5.07 6.05 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees agree that in the event of a breach or a threatened breach by Sellers Seller or EcoArk 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) Sellers acknowledges Seller and EcoArk acknowledge that the restrictions contained in this Section 5.07 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 5.07 6.05 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 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 (Ecoark Holdings, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three years commencing on twenty-four (24) months from the Closing Date Date, each of the Executive Stockholders agrees that he will not: (the “Restricted Period”), Sellers shall not, and shall not permit any of its Affiliates to, i) directly or indirectly: (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactureswhether as an employee, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacityconsultant, including as a owner, partner, shareholder, director, officer, member, manager, employee, principal, agent, advisorco-venturer or otherwise (other than as the holder of not more than one percent of the combined voting power of the outstanding stock of a publicly held company), engage, participate or consultantinvest in any business activity anywhere in North America which develops, manufactures or markets products or performs services which relate to the providing of Internet access, web or application hosting services, web site development services or line provisioning; or (ii) entice, induce or encourage any of the present or former employees of Vector or employees of DSL to engage in any activity which, were it done by him or her, would violate any provision of this Section 9.1; (iii) intentionally interfere in any material respect with solicit the business relationships of DSL's customers, attempt to influence such customers to divert their business to any competitor of DSL, or otherwise attempt to interfere with or disrupt DSL in the operation of its business or any other activity; or (whether formed prior iv) directly or indirectly recruit, solicit or hire any employee of DSL, or induce or attempt to induce any employee of DSL to terminate his/her employment with, or after the date of this Agreement) between Brio and customers or suppliers of Briootherwise cease his/her relationship with DSL. (b) During Each of the Restricted Period, Sellers shall notExecutive Stockholders acknowledges that a remedy at law for any breach or threatened breach of the provisions of this Section 9.1 would be inadequate, and each therefore agrees that DSL shall not permit any be entitled to injunctive relief in case of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers breach or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employeethreatened breach. (c) Sellers acknowledges that a breach or threatened breach Each of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, the Executive Stockholders agrees and hereby agrees that in the event of a breach or a threatened breach by 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) Sellers acknowledges that the restrictions contained in this Section 5.07 9.1 are reasonable in scope and duration and are necessary to protect DSL after the legitimate interests closing. If any one or more 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 provisions contained in this Section 5.07 should ever 9.1 shall for any reason be adjudicated held to exceed be excessively broad as to duration, geographical scope, activity or subject, the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any parties expressly agree that a court is expressly empowered may rewrite and modify such provisions so as to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction enforceable to the maximum time, geographic, product or service, or other limitations permitted by fullest extent compatible with the applicable Law or such Governmental Order. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision law as written it 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 jurisdictionthen appear.

Appears in 1 contract

Samples: Merger Agreement (DSL Net Inc)

Non-Competition; Non-Solicitation. (a) For a period of three two (2) years commencing on the Closing Date (the "Restricted Period"), Sellers the Shareholders shall not, and shall not permit any of its Affiliates collaborate with other persons or entities to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or owning more than 5% similar to, the Company's business, including the establishment of a company that creates, manufactures, health maintenance organizations and or sells CBD and related cannabinoid products or services anywhere in the world. similar entities (the "Restricted Business") in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business California (the "Territory"); (ii) have an interest in any Person that engages engages, directly or indirectly indirectly, in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio the Company and customers or suppliers of Briothe Company. (b) During the Restricted Period, Sellers the Shareholders shall not, and shall not permit any of its Affiliates collaborate with other persons or entities to, directly or indirectly, hire or solicit any current or former employee of Brio the Company or encourage any employee to leave Brio’s the Company's employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that however, nothing in this Section 5.07(b5.02(b) shall prevent Sellers either of the Shareholders or any of its Affiliates his associates from hiring: (i) any employee terminated by Brio or Buyerthe Company; or (ii) after one hundred eighty (180) days from the date of termination of employmentresignation, any employee whose employment that has been terminated by resigned from the employeeCompany. (c) Sellers The Shareholders acknowledges that a breach or threatened breach of this Section 5.07 5.02 would give rise to irreparable harm to BuyerUSN, 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 the Shareholders of any such obligations, Buyer USN 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, or specific performance, and any other relief that may be available from a court of competent jurisdiction performance (without any requirement to post bond). (d) Sellers acknowledges The Shareholders acknowledge that the restrictions contained in this Section 5.07 5.02 are reasonable and necessary to protect the legitimate interests of Buyer USN and constitute a material inducement to Buyer USN to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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.

Appears in 1 contract

Samples: Share Exchange Agreement (U.S. NeuroSurgical Holdings, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three 3 years commencing on the Closing Date (the “Restricted Period”), Sellers shall notno employee, and shall not permit any officer, executive, director, or Affiliate of its Affiliates toSeller (the “Restricted Parties”) shall, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio Buyer, Seller, and customers or suppliers of BrioBuyer or Seller. Notwithstanding the foregoing, an employee, officer, executive, director, or Affiliate of the Parties may own, directly or indirectly, solely as an investment, securities traded on any national securities exchange if such interest is not a controlling interest of, a group which controls, such interest and does not, directly or indirectly, own 5% or more of any class of securities. (b) During the Restricted Period, Sellers the Restricted Parties shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio Seller or Buyer or encourage any such employee to leave Brio’s 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 employeesemployee; provided, provided that nothing in this Section 5.07(b) shall prevent Sellers the Restricted Parties or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by Brio Seller or Buyer; Buyer or (ii) after one hundred eighty (180) 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers acknowledges The Restricted Parties acknowledge that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees agree that in the event of a breach or a threatened breach by Sellers a Restricted Party of any such obligations, Buyer the aggrieved party 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) Sellers acknowledges The Restricted Parties acknowledge that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and Seller and constitute a material inducement to Buyer for the Parties to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 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) For the purpose of clarity, each of Xxxx Xxxxxxx and Xxxxx Xxxxxxx shall be exempted as Restricted Parties in connection with this Section 5.07 as a result of their individual prior involvement with other entities operating in the cryptocurrency and blockchain technology space. At present, the work of Xx. Xxxxxxx and Xx. Xxxxxxx is not performed for clients of Seller; however, such clients could later become clients of KindCard and/or TenderCard. For the avoidance of doubt, the exemption provided in this Section 5.07(e) shall apply to current clients and projects as of the date of this Agreement. Following the Closing Date, any additional clients or projects shall be confirmed as exceptions to the terms of this Section 5.07 with the Buyer, and the Buyer may indicate such waiver of the terms in writing.

Appears in 1 contract

Samples: Stock Purchase Agreement (MWF Global Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three two (2) years commencing on the Closing Date (the “Restricted Period”), Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in or owning more than 5% the casual dining segment of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. food service business (the “Restricted Business”) in any state in which Bxxx holds or has held in within a 5-mile radius of each restaurant currently being operated by the last five (5) years a license to conduct the Restricted Business Company (the “Territory”); 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, director, officer, member, manager, employee, principal, agent, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio the Company and customers or suppliers of Briothe Company. (b) During Except as provided in the last sentence of this subsection (b), during the Restricted Period, Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio the Company or encourage any employee to leave Briothe Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that however, nothing in this Section 5.07(b5.02(b) shall prevent Sellers Seller or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyerthe Company; or (ii) after one hundred eighty (180) days from the date of termination of employmentresignation, any employee whose that has resigned from the Company. Seller acknowledges and agrees that Xxxxx Xxxx, a current employee of the Company, may resign from the Company upon the Closing Date and accept employment has been terminated with Xx. Xxxxxx but that she will otherwise be bound by the employeeterms of this Section 5.02. (c) Sellers Seller acknowledges that a breach or threatened breach of this Section 5.07 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 Sellers 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, or specific performance, and any other relief that may be available from a court of competent jurisdiction performance (without any requirement to post bond). (d) Sellers Seller acknowledges that the restrictions contained in this Section 5.07 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 5.07 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (BT Brands, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three years commencing on the Closing Date (the “Restricted Period”Subject to Section 5.7(b), Sellers shall notin order for Buyer to protect and preserve the going concern value and goodwill of each Acquired Business, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted 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, officer, member, manager, employee, principal, agent, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of Brio. (b) During the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers acknowledges that a breach or threatened breach of this Section 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 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) Sellers acknowledges that the restrictions contained in this Section 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 Agreement, Dover shall not, and consummate shall cause each of its Affiliates not to, directly or indirectly (whether by itself, through an Affiliate or in partnership or conjunction with, or as a member, owner, investor, partner, joint venturer, consultant or agent of, any other Person): (i) for a period of five (5) years following the transactions contemplated Closing Date, undertake, participate or carry on or be engaged in, or in any other manner advise or assist any other Person in connection with the operation of or engagement in, any Competing Business Activities anywhere in the world; (ii) for a period of five (5) years following the Closing Date, solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any customer of any of the Acquired Businesses as of the Closing Date and any Person who has been a customer of any of the Acquired Businesses at any time during the twenty-four (24) month period prior to the Closing Date to reduce, terminate or alter in a manner adverse to Buyer, any Acquired Company or any Acquired Business its business relationship with Buyer, any Acquired Company or any Acquired Business; and (iii) for a period of eighteen (18) months following the Closing Date, solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any Restricted Person to resign or otherwise leave the employ of Buyer or any Acquired Company or otherwise hire, employ, engage or contract with any Restricted Person to perform services other than for the benefit of Buyer or any Acquired Company; provided, however, that with respect to each of the periods set forth in clauses (i) – (iii) of this Section 5.7(a), if Dover or any of its Affiliates is in breach of such clause, the running of the applicable period specified in such clause shall be suspended during the pendency thereof. (b) Notwithstanding Section 5.7(a), Dover and its Affiliates shall not be prohibited from or restricted in any way with respect to: (i) advertising job openings by use of newspapers, magazines, the Internet and other media not directed at individual Restricted Persons or hiring Restricted Persons as a result thereof, (ii) hiring or soliciting any Restricted Person who has terminated employment with Buyer, any Acquired Company or any Affiliate thereof, so long as there was no solicitation by Dover or its Affiliates prior thereto; provided, that no such hiring or solicitation shall occur within the three-month period following such termination, (iii) holding not more than five percent (5%) of the outstanding voting securities of any company (whether public or private) that is primarily engaged in Competing Business Activities, or (iv) acquiring, and following such acquisition, actively engaging in any business that has a subsidiary, division, group, franchise or segment that is engaged in any Competing Business Activity, so long as for the most recent fiscal year ending prior to the date of such acquisition, the revenues derived from the Competing Business Activities were equal to or less than fifteen percent (15%) of the total consolidated revenues of such business; provided, however, that if such revenues derived from the Competing Business Activities were more than fifteen percent (15%) of the total consolidated revenues of such business, Dover or the applicable acquiring Affiliate (the “Competing Business Seller”) shall sell or otherwise divest such Competing Business Activities within two (2) years following such acquisition; provided, further, however, that prior to consummating a sale or other divestiture of a Competing Business Activity pursuant to this AgreementSection 5.7(b), Buyer shall be given the right to exercise a right of first offer with respect thereto, in accordance with the following procedures: (i) Prior to the consummation of a sale or other divestiture of a Competing Business Activity, the Competing Business Seller shall deliver a notice (the “Sale Notice”) to Buyer. The Sale Notice shall contain a detailed description of the Competing Business Activity to be sold or otherwise divested. Upon receipt of the Sale Notice, Buyer shall have the exclusive right, for a period of 90 days from receipt of the applicable Sale Notice, to make an offer to purchase the Competing Business Activity specified in the Sale Notice, by delivering written notice of such election to the Competing Business Seller at any time within ninety (90) days following the delivery of the Sale Notice. During such ninety (90)-day period, Dover shall (A) cooperate with Buyer, and make such personnel and information available to Buyer as Buyer shall reasonably request, to allow Buyer to undertake its due diligence investigation of the Competing Business Activity to be sold or otherwise divested and (B) negotiate with Buyer in good faith the terms of any such offer. (ii) If Buyer does not deliver a written notice within such ninety (90)-day period, Buyer’s right of first offer shall terminate with respect to such Competing Business Activity to be sold or otherwise divested and the Competing Business Seller may sell the applicable Competing Business Activity to any other party. (c) Each Party agrees that the duration and geographic scope of the non-competition and non-solicitation provisions set forth in this Section 5.7 are reasonable. In the event that any covenant contained court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, each of the Parties agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. Each Party intends that these non-competition and non-solicitation provisions shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each comparable jurisdiction or subdivision thereof anywhere else in the world. Each Party agrees that damages are an inadequate remedy for any breach of this provision and that Buyer shall, whether or not it is pursuing any potential remedies at law, be entitled to seek equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-competition provision. (d) Dover acknowledges that the ownership by its Affiliates of Acquired Shares and Acquired Assets represents a substantial interest in the Acquired Businesses and Dover intends to cause its Affiliates to transfer to Buyer the goodwill reflected in the Acquired Shares owned by such Affiliate. Dover further acknowledges that Buyer would not enter into this Agreement but for the restrictions in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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 jurisdiction5.7.

Appears in 1 contract

Samples: Master Sale and Purchase Agreement (LTX-Credence Corp)

Non-Competition; Non-Solicitation. (a) For a During the period of three years commencing on the Closing Date (and ending five years after the “Restricted Period”)Closing, Sellers shall not, and shall not permit neither Seller nor any of its Affiliates to, shall directly or indirectly: (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted 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 whether as a partner, shareholder, director, officer, member, manager, employee, principal, agent, advisorstockholder, co-venturer, owner, manager, operator or consultantpartner, (a) enter into or engage, compete with or interfere with the business of the Company (as conducted as of the Closing) or publish any publication that competes with the Publications (as they exist as of the Closing); provided that this Section 6.3 shall not restrict Seller or its Affiliates from holding a passive equity, debt or revenue interest of 1% or less in any other person or entity that engages in any of the foregoing activities so long as neither Seller nor its Affiliates has any active participation in the business of such person; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of Brio. (b) During solicit or attempt to divert or take away from the Restricted PeriodCompany the business, Sellers shall notpatronage or services of any persons or entities who are customers, and shall not permit suppliers or sales agents of the Company; or (c) solicit, induce, attempt to hire, or hire any employee or consultant of its Affiliates toBuyer or the Company (other than a person whose employment by or services to Buyer or the Company has been terminated for a period of at least twelve months), directly or indirectly, hire assist in such hiring by any other person or solicit any current or former employee of Brio business entity or encourage any such employee or consultant to leave Brio’s employment, except pursuant terminate his or her employment with or retention by Buyer or the Company. Seller agrees and acknowledges that the potential harm to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any Buyer of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers acknowledges that a breach or threatened breach non-enforcement of this Section 5.07 would give rise to irreparable 6.3 outweighs any harm to Buyer, for which monetary damages would not be an adequate remedy, Buyer of Seller's enforcement hereof by injunction or otherwise. Seller expressly acknowledges and hereby agrees that in each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. If, at the event time of a breach or a threatened breach by Sellers enforcement of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect provision 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) Sellers acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute 6.3, 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 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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.court

Appears in 1 contract

Samples: Stock Purchase Agreement (Dag Media Inc)

Non-Competition; Non-Solicitation. (a) For The Parties acknowledge the competitive nature of the Business and accordingly agree, in connection with the sale of the Purchased Assets, including the goodwill of the Business, which the Parties consider to be a valuable asset, and in exchange for good and valuable consideration, that for a period of three five (5) years commencing on the Closing Date (the “Restricted Period”), Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in the business of designing, manufacturing, marketing or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid distributing radar speed detection products or services anywhere in for the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business worldwide (the “Territory”)) Restricted Business; (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, officer, member, manager, employee, principal, agent, advisortrustee, or consultant; or (iii) intentionally interfere in cause, induce, or encourage any material respect actual or prospective client, customer, supplier, or licensor of the Restricted Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Restricted Business after the Closing), or any other Person who has a material business relationship with the business relationships Restricted Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities 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 five percent (whether formed prior to 5%) or after the date more of this Agreement) between Brio and customers or suppliers any class of Briosecurities of such Person. (b) During the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers Seller acknowledges that a breach or threatened breach of this Section 5.07 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 Sellers 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). (dc) Sellers Seller acknowledges that the restrictions contained in this Section 5.07 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 5.07 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Optex Systems Holdings Inc)

Non-Competition; Non-Solicitation. (a) For a Executive agrees that during the period of three years commencing his employment with Company and ending on the Closing Date (one-year anniversary of the “Restricted Period”)termination of Executive’s employment, Sellers shall not, and Executive shall not permit any anywhere within the United States of its Affiliates to, America (whether directly or indirectly: , through any affiliate or other person, or in the name or on behalf of any affiliate or other Person, whether acting as an officer, director, shareholder, owner, partner, member, trustee, beneficiary, employee, promoter, consultant, technical adviser, agent, lender, manager or otherwise or as the assign of any such Person): (i) engage or participate in any business, either directly or assist others indirectly, that competes with the Business of the Company; provided, however, that nothing in engaging Section 5.3(a)(i) shall be construed to preclude Executive from making any investment in the securities of any business enterprise whether or owning more than not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange, but only if such investment does not exceed 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”); outstanding voting securities of such enterprise (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, officer, member, manager, employee, principal, agent, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of Brio. (b) During the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectlyrecruit, hire or solicit any current or former employee employee, consultant or independent contractor of Brio the Company, or encourage any employee such employee, consultant or independent contractor to leave Brio’s employmentthe employ or service of the Company unless such former employee, except pursuant consultant, or independent contractor has not been employed or retained by the Company for a period in excess of six (6) months; (iii) request, advise or otherwise induce any Person to withdraw, curtail or cancel its business dealings with the Company; In the event of a general solicitation which is not directed specifically to breach by any such employees; provided, that nothing Executive of any covenant set forth in this Section 5.07(b5.3(a), the term of such covenant will be extended for Executive by the period of the duration of such breach. For purposes hereof, the term “Business” shall mean developing and offering any products of a like-nature to the products and product candidates of the Company. It is agreed by the parties that the foregoing covenants in this Section 5.3(a) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio are reasonable in light of the consideration and other benefits payable or Buyer; or that may become payable to Executive pursuant to this Agreement and (ii) after one hundred eighty (180) days from impose a reasonable restraint on Executive in light of the activities and business of Company on the date of termination the execution of employmentthis Agreement and the current plans of Company. Notwithstanding the foregoing, it is the intent of Company and Executive that such covenants be construed and enforced in accordance with the changing activities, business and locations of Company throughout the term of this covenant. (b) The covenants in this Section 5.3 are severable and separate, and the unenforceability of any employee whose employment has been terminated by specific covenant shall not affect the employeeprovisions of any other covenant. In the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth herein are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that such court deems reasonable, and this Agreement shall thereby be reformed. (c) Sellers acknowledges that a breach or threatened breach All of this Section 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 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) Sellers acknowledges that the restrictions contained covenants in this Section 5.07 are reasonable 5.3 shall be construed as an agreement independent of any other provision in this Agreement, and necessary to protect the legitimate interests existence of Buyer and any claim or cause of action of Executive against Company, whether predicated in this Agreement or otherwise, shall not 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 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction defense to the maximum time, geographic, product or service, or other limitations permitted enforcement by applicable Law or Company of such Governmental Order. The covenants contained in this Section 5.07 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 jurisdictioncovenants.

Appears in 1 contract

Samples: Employment Agreement (Scopus BioPharma Inc.)

Non-Competition; Non-Solicitation. (a) For In view of the unique value to the Company of Executive's services and because of the Confidential Information to be obtained by or disclosed to Executive as described above, Executive agrees that, during the term of this Agreement and for a period of three years commencing on one year thereafter, provided that this Agreement is not terminated by the Closing Date (the “Restricted Period”), Sellers shall not, and shall not permit any of its Affiliates to, directly Company without Cause or indirectly: by Executive for Good Reason: (i) engage Executive will not directly or indirectly assist or become associated with any wireless voice communications service provider in any business of such provider that competes in any of the markets of any of the Restricted Entities, whether as a principal, partner, employee, consultant or assist others in engaging in or owning more shareholder (other than as a holder of less than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in outstanding voting shares of any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”publicly traded company); ; (ii) have an interest in any Person that engages Executive will not directly or indirectly in solicit for employment or employ any employee of any of the Restricted Business in the Territory in Entities, unless such solicited person shall have ceased to be employed by any capacity, including as such entity for a partner, shareholder, director, officer, member, manager, employee, principal, agent, advisor, or consultantperiod of at least six months; or and (iii) intentionally Executive will not directly or indirectly, solicit business from customers of any of the Restricted Entities, provided that the foregoing shall not restrict Executive or any entity with which Executive is associated from soliciting or doing business with any customer of any of the Restricted Entities, if such solicitation does not interfere in with any material respect with business relationship between such solicited customer and any of the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of BrioRestricted Entities. (b) During If Executive violates any provision of Section 4 or Section 5(a), the Restricted PeriodCompany shall be entitled to receive from Executive reimbursement for any and all damages caused by such breach, Sellers provided that Executive shall notnot be liable for indirect, special, consequential or punitive damages (it being understood and agreed that this remedy is in addition to, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employmentlimitation on, any employee whose employment has been terminated by injunctive relief or other rights or remedies to which the employee. Company is or may be entitled to at law or in equity). Executive acknowledges and agrees that the Company's (cand as applicable, each Restricted Entity's) Sellers acknowledges that remedies at law for a breach or threatened breach of any provision of Section 4 or Section 5(a) would be inadequate and, in recognition of this Section 5.07 would give rise to irreparable harm to Buyerfact, for which monetary damages would not be an adequate remedyExecutive agrees that, and hereby agrees that in the event of such a breach or a threatened breach by Sellers of any such obligations, Buyer shallbreach, in addition to any and all other rights and remedies that may be available at law, the Company and, as to it in respect of such breachArticle 4, each Covered Entity and, as to Article 5, each Restricted Entity, without posting any bond, shall be entitled to obtain equitable reliefrelief in the form of specific performance, including a temporary restraining order, an injunctiontemporary or permanent injunction or any other equitable remedy which may then be available. As provided in Section 10(b) hereof, specific performancethe equitable remedies referenced in this Section 5(b) shall be in addition to, and not in substitution for or exclusion of, any other relief remedies available at law or in equity for any breach of either or both of Sections 4 or 5. Executive and the Company each specifically acknowledge and agree that the provisions of Sections 4 and 5 are for the express benefit of each Covered Entity (in the case of Section 4) and each Restricted Entity and that (i) no waiver, amendment or other modification of Sections 4 or 5 with respect to a Covered Entity or Restricted Entity shall be effective unless it has been consented to in writing by such Covered Entity or Restricted Entity, as the case may be, and (ii) each such Covered Entity and Restricted Entity shall be available from entitled to enforce the provisions of Section 4 and/or 5 hereof (as appropriate) as fully and with the same rights and effect as if such Covered Entity or Restricted Entity were a court of competent jurisdiction (without any requirement signatory party to post bond)this Agreement. (dc) Sellers acknowledges that the restrictions contained in this If any provisions of Section 5.07 4 or Section 5(a) are reasonable and necessary held 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 5.07 should ever be adjudicated to exceed the timeinvalid or unenforceable, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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 provisions shall nevertheless continue to be valid and enforceable as though the invalid or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall unenforceable parts had not invalidate or render unenforceable such covenant or provision in any other jurisdictionbeen included.

Appears in 1 contract

Samples: Employment Agreement (Nextel Partners Inc)

Non-Competition; Non-Solicitation. (a) For a period of three years one (1) year commencing on the Closing Date (the “Restricted Period”), Sellers shall not, and shall not permit any of its Affiliates tono Principal Stockholder shall, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in cause, induce or encourage any material respect actual or prospective client, Franchisee, customer, supplier or licensor of the Business (including any existing or former client, Franchisee, or customer of Seller and any Person that becomes a client, Franchisee, or customer of the Business after the Closing), or any other Person who has a business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, each Principal Stockholder may own, directly or indirectly, solely as an investment, securities of this Agreement) between Brio any Person traded on any national securities exchange if such Principal Stockholder is not a controlling Person of, or a member of a group which controls, such Person and customers does not, directly or suppliers indirectly, own 1% or more of Brioany class of securities of such Person. (b) During the Restricted Period, Sellers shall notno Principal Stockholder shall, and no such Principal Stockholder shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio person who is then currently employed in the Business during the Restricted Period, or encourage any such employee to leave Brio’s such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers Each Principal Stockholder acknowledges that a breach or threatened breach of this Section 5.07 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 Sellers any Principal Stockholder 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) Sellers Each Principal Stockholder acknowledges that the restrictions contained in this Section 5.07 6.08 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer Buyer, Seller, and Principal Stockholders to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 6.08 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 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 (RE/MAX Holdings, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three years commencing on the Closing Date and ending on the date that is the last day of the Earnout Period 4 (the “Restricted Period”), Sellers each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio Buyer and customers or suppliers of Briothe Business. (b) During the Restricted Period, Sellers shall notno Seller shall, and no Seller shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio Transferred Employee or encourage any such employee to leave Brio’s 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 5.07(b) section shall prevent Sellers any Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by Brio or the Buyer; or , (ii) after one hundred eighty (180) 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee, or (iii) any employee (A) not offered employment by the Buyer or (B) not otherwise hired by the Buyer pursuant to Section 8.3(a). (c) Sellers During the Restricted Period, no Seller shall, and no Seller shall 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 Buyer. (d) Each Seller acknowledges that a breach or threatened breach of this Section 5.07 section 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 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 seek 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). (de) Sellers Each Seller acknowledges that the restrictions contained in this Section 5.07 8.2 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 5.07 section should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, then any court is expressly empowered to reform such covenantcovenant to cure such exceedance, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 section 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 (Paltalk, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), Sellers shall notneither Seller nor any Stockholder shall, and shall not permit any of its their respective Affiliates to, directly or indirectly: : (i) engage Engage, participate or invest, in any capacity (whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or assist others otherwise, for its own account, or solely or jointly with others), anywhere where Buyer or its Affiliates conduct business as of the Closing Date, in engaging in any business that competes with the Business or owning more than 5% the business of a company that creates, manufactures, the Buyer and or sells CBD and related cannabinoid products or services anywhere in its Affiliates as of the world. Closing Date (the “Restricted Business”) in any state in which Bxxx holds ); provided that nothing herein shall prohibit the purchase or has held in ownership of up to 1% of the last five (5) years outstanding stock of a license to conduct publicly-traded company that competes with the Restricted Business (the “Territory”); Business; (ii) have an interest hire, solicit, employ or otherwise participate in or facilitate the hire, or receive or accept the performance of services by, any Person that engages directly or indirectly in employed during the Restricted Business in the Territory in Period by Buyer or any capacity, including as a partner, shareholder, director, officer, member, manager, employee, principal, agent, advisor, or consultant; or of its Affiliates; (iii) intentionally interfere in call upon, solicit, induce or attempt to induce, divert, take away, accept or conduct any material respect business from or with the any Persons having a business relationships (whether formed prior to relationship or after the date of this Agreement) between Brio and customers prospective business relationship with Buyer or suppliers of Brio.its Affiliates; (b) During the Restricted Period, Sellers shall not, Seller and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers acknowledges each Stockholder acknowledge that a breach or threatened breach of this Section 5.07 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 Sellers 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)jurisdiction. (dc) Sellers acknowledges Seller and each Stockholder acknowledge that the restrictions contained in this Section 5.07 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 5.07 6.05 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 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 (Mphase Technologies Inc)

Non-Competition; Non-Solicitation. (a) For a period of three five years commencing on the Closing Date (the “Restricted Period”), Sellers each Seller Group member shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere the Business in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted 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, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in cause, induce or encourage any material respect 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 relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, Seller Group may own, directly or indirectly, solely as an investment, securities of this Agreement) between Brio any Person traded on any national securities exchange if Seller Group is not a controlling Person of, or a member of a group which controls, such Person and customers does not, directly or suppliers indirectly, own 1% or more of Brioany class of securities of such Person. (b) During the Restricted Period, Sellers each Seller Group member shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio person who is offered employment by Buyer pursuant to Section 6.5(a), or encourage any such employee to leave Brio’s 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 5.07(b6.7(b) shall prevent Sellers a Seller Group member or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by Brio or Buyer; Buyer or (ii) after one hundred eighty (180) 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers Each Seller Group member acknowledges that a breach or threatened breach of this Section 5.07 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 Sellers such Seller Group member 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)jurisdiction. (d) Sellers Each Seller Group member acknowledges that the restrictions contained in this Section 5.07 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 5.07 6.7 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 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 (Luna Innovations Inc)

Non-Competition; Non-Solicitation. (a) For Seller hereby covenants and agrees that for a period of three two years commencing on after the Closing Date (the “Restricted Period”)Date, Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) , as a proprietor, partner, stockholder, consultant, joint venturer, investor, lender, employee or in any other capacity engage in, or own, manage, operate or control or participate in the ownership, management, operation or assist others in engaging in or owning more than 5% control of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services any entity which engages anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held world in the last five (5) years a license to conduct the Restricted Business (the “Territory”)retail sale of sports memorabilia and collectibles or activities similar thereto; (ii) have an interest in any Person PROVIDED, that engages directly or indirectly Seller shall not be prohibited from owning in the Restricted Business aggregate 5% or less of any class of securities of a publicly traded corporation engaged in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, principal, agent, advisor, Business or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of Briosuch activities. (b) During Seller and Buyer hereby covenant and agree, except as contemplated in Section 4.1, that for a period of two years after the Restricted Perioddate hereof, Sellers neither party shall not, and shall not permit any of its Affiliates to(i) solicit or, directly or indirectly, hire or solicit cause to be solicited for employment, any current or former person who is, at the time of such solicitation, an employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers the other party or any of its Affiliates from hiring: (i) Affiliates, or was, at any time during the one-year period prior to such solicitation, an employee terminated by Brio of the other party or Buyerany of its Affiliates; or (ii) after one hundred eighty (180) days from the date of termination of employmentemploy or, directly or indirectly, cause to be employed, any person who was, at the time of such action, an employee whose employment has been terminated by of the employeeother party or any of its Affiliates, or was, at any time during the one-year period prior to such action, an employee of the other party or any of its Affiliates. (c) Sellers acknowledges Seller and Buyer acknowledge and agree that a breach if either party or threatened breach any of this its respective Affiliates breaches the provisions of Section 5.07 8.7(a) and/or (b), any remedy at law would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, inadequate and hereby agrees that in the event of a breach or a threatened breach by Sellers of any such obligations, Buyer shallother party, in addition to seeking monetary damages in connection with any and all other rights and remedies that may be available to it in respect of such breach, shall be entitled to equitable relief, including a temporary restraining order, an injunction, seek specific performance, injunctive and any other equitable relief that may be available from to prevent or restrain a breach of such Section or to enforce the provisions of such Section. It is the intent of the parties that, in the event a court of competent jurisdiction (without any requirement to post bond). (d) Sellers acknowledges determines that the restrictions contained scope and/or duration of the covenants set forth in this Section 5.07 are reasonable and 8.7(a) and/or (b) is excessive so as to render the covenant unenforceable as written, such court shall reduce the scope and/or duration of such covenant to the minimum extent necessary to protect make 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 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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 jurisdictionenforceable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Electronics Boutique Holdings Corp)

Non-Competition; Non-Solicitation. (a) Except as listed on Schedule 5.06(a), For a period of three years commencing on the Closing Date (the “Restricted Period”), Sellers Genesys shall not, and shall not permit any of its Affiliates toControl Person, directly or indirectly: , to (i) engage in own or operate, or assist others in engaging in or owning more than 5% of operating, an online marketplace connecting independent recruiters with talent seekers (a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the Restricted Competing Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”); (ii) have an interest directly or indirectly in any Person that engages directly owns or indirectly in the Restricted Business in the Territory in any capacityoperates a Competing Business, including as a partner, shareholder, director, officer, member, manager, employee, principal, agent, advisortrustee, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers Newco or Truli or suppliers of BrioNewco; provided, that any ownership of Truli Series F or Common Stock shall not be precluded by this Section 5.06. (b) During the Restricted Period, Sellers Genesys shall not, and shall not permit any of its Affiliates Control Person to, directly or indirectly, hire or solicit any current employee or former employee contractor of Brio Truli or Newco, or encourage any such employee or contractor to leave Brio’s such employment or hire any such employee or contractor who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employeesemployees or contractors; provided, that nothing in this Section 5.07(b5.06(b) shall prevent Sellers Genesys or any of its Affiliates Control Person from hiring: hiring (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) 90 days from the date of termination of employmentengagement, any employee or contractor whose employment engagement has been terminated by Truli or Newco, or (ii) after 180 days from the date of termination of engagement, any employee or contractor whose engagement has been terminated by the employeeemployee or contractor. (c) Sellers During the Restricted Period, Genesys shall not directly or indirectly, solicit or entice, or attempt to solicit or entice, any competitors, Newco or Truli for purposes of diverting their business or services from Newco or Truli to a Competing Business. (d) Genesys acknowledges that a breach or threatened breach of this Section 5.07 5.06 would give rise to irreparable harm to BuyerTruli and Newco, 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 Genesys or any or their Control Persons of any such obligations, Buyer Truli and Newco 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 a bond). (de) Sellers Genesys acknowledges that the restrictions contained in this Section 5.07 5.06 are reasonable and necessary to protect the legitimate interests of Buyer Truli and Newco and constitute a material inducement to Buyer Truli and Newco to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 5.06 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. (f) Anything in this Section 5.06 to the contrary notwithstanding, the provisions of this Section 5.06 will not apply to (i) Genesys’s ownership of the Series F or Common Stock, (ii) Genesys’ and any Control Person ownership of, and activities on behalf of, any business, including a Competing Business (or any successors thereto), with respect to which Genesys has conducted or has an ownership interest as of the date hereof, (iii) any activity that a Control Person has conducted or has an ownership interest as of the date hereof other than a Competing Business, and (iv) any activity related to the Opptly Business or any activity pursuant to the License Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Truli Technologies, Inc.)

Non-Competition; Non-Solicitation. (a) For In view of the unique value to the Company of Executive's services and because of the Confidential Information to be obtained by or disclosed to Executive as described above, Executive agrees that, during the term of this Agreement and for a period of three years commencing on one year thereafter, provided that this Agreement is not terminated by the Closing Date (the “Restricted Period”), Sellers shall not, and shall not permit any of its Affiliates to, directly Company without Cause or indirectly: by Executive for Good Reason: (i) engage Executive will not directly or indirectly assist or become associated with any wireless voice communications service provider in any business of such provider that competes in any of the markets of any of the Restricted Entities, whether as a principal, partner, employee, consultant or assist others in engaging in or owning more shareholder (other than as a holder of less than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in outstanding voting shares of any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”publicly traded company); ; (ii) have an interest in any Person that engages Executive will not directly or indirectly in solicit for employment or employ any employee of any of the Restricted Business in the Territory in Entities, unless such solicited person shall have ceased to be employed by any capacity, including as such entity for a partner, shareholder, director, officer, member, manager, employee, principal, agent, advisor, or consultantperiod of at least six months; or and (iii) intentionally Executive will not directly or indirectly, solicit business from customers of any of the Restricted Entities, provided that the foregoing shall not restrict Executive or any entity with which Executive is associated from soliciting or doing business with any customer of any of the Restricted Entities, if such solicitation does not interfere in with any material respect with business relationship between such solicited customer and any of the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of BrioRestricted Entities. (b) During If Executive violates any provision of Section 4 or Section 5(a), the Restricted PeriodCompany shall be entitled to receive from Executive reimbursement for any and all damages caused by such breach, Sellers provided that Executive shall notnot be liable for indirect, special, consequential or punitive damages (it being understood and agreed that this remedy is in addition to, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employmentlimitation on, any employee whose employment has been terminated by injunctive relief or other rights or remedies to which the employee. Company is or may be entitled to at law or in equity). Executive acknowledges and agrees that the Company's (cand as applicable, each Restricted Entity's) Sellers acknowledges that remedies at law for a breach or threatened breach of any provision of Section 4 or Section 5(a) would be inadequate and, in recognition of this Section 5.07 would give rise to irreparable harm to Buyerfact, for which monetary damages would not be an adequate remedyExecutive agrees that, and hereby agrees that in the event of such a breach or a threatened breach by Sellers of any such obligations, Buyer shallbreach, in addition to any and all other rights and remedies that may be available at law, the Company and, as to it in respect of such breachArticle 4, each Covered Entity and, as to Article 5, each Restricted Entity, without posting any bond, shall be entitled to obtain equitable reliefrelief in the form of specific performance, including a temporary restraining order, an injunctiontemporary or permanent injunction or any other equitable remedy which may then be available. As provided in Section 10(b) hereof, specific performancethe equitable remedies referenced in this Section 5(b) shall be in addition to, and not in substitution for or exclusion of, any other relief remedies available at law or in equity for any breach of either or both of Sections 4 or 5. Executive and the Company each specifically acknowledge and agree that the provisions of Sections 4 and 5 are for the express benefit of each Covered Entity (in the case of Section 4) and each Restricted Entity and that (i) no waiver, amendment or other modification of Sections 4 or 5 with respect to a Covered Entity or Restricted Entity shall be effective unless it has been consented to in writing by such Covered Entity or Restricted Entity, as the case may be, and (ii) each such Covered Entity and Restricted Entity shall be available from entitled to enforce the provisions of Section 4 and/or 5 hereof (as appropriate) as fully and with the same rights and effect as if such Covered Entity or Restricted Entity were a court of competent jurisdiction (without any requirement signatory party to post bond)this Agreement. (dc) Sellers acknowledges that the restrictions contained in this If any provisions of Section 5.07 4 or Section 5(a) are reasonable and necessary held 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 5.07 should ever be adjudicated to exceed the timeinvalid or unenforceable, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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 provisions shall nevertheless continue to be valid and enforceable as though the invalid or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall unenforceable parts had not invalidate or render unenforceable such covenant or provision in any other jurisdictionbeen included.

Appears in 1 contract

Samples: Employment Agreement (Nextel Partners Inc)

Non-Competition; Non-Solicitation. (a) For a period of three 5 years commencing on the Closing Date (the “Restricted Period”), Sellers shall notneither Seller nor the Shareholder shall, and they shall not permit any of its their Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services the Restricted Business anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business world (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, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in cause, induce or encourage any material respect 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 relationships (whether formed prior Business, to terminate or after the date of this Agreement) between Brio and customers modify any such actual or suppliers of Brioprospective relationship. (b) During the Restricted Period, Sellers shall notSeller nor the Shareholder shall, and they shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 5.7 or former employee of Brio is or was employed in the Business during the Restricted Period, or encourage any such employee to leave Brio’s 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 5.07(b5.14(b) shall prevent Sellers Shareholder or any of its Affiliates from hiring: hiring after six (i6) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days months from the date of termination of employment, any employee whose employment has been terminated by the employeeterminated. (c) Sellers acknowledges Shareholder and Seller acknowledge that a breach or threatened breach of this Section 5.07 5.14 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 any of them 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 and injunction, specific performance, and performance of any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Sellers acknowledges Shareholder and Seller acknowledge that the restrictions contained in this Section 5.07 5.14 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 5.07 5.14 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental OrderLaw, 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, of service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.07 5.14 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 (Video Display Corp)

Non-Competition; Non-Solicitation. (a) For a period of three years commencing on the Closing Date (the “Restricted Period”), Sellers shall not, and shall not permit any of its their respective Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (in the Territory”); (ii) have an a direct or indirect 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, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio the LiveArea Companies and customers or suppliers of Briothe LiveArea Companies. Notwithstanding the foregoing, (i) Sellers may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Sellers are not, individually or collectively, a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person, and (ii) Sellers shall not be prohibited by this Section 5.08(a) from consummating any transaction with any Person during or after the Restricted Period that results in Sellers becoming controlled by, or under common control with, any Person that is engaging directly or indirectly in the Restricted Business in the Territory as of the effective date of such transaction. (b) During the Restricted Period, Sellers shall not, and shall not permit any of its their respective Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio the LiveArea Companies or encourage any such employee to leave Brio’s 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 5.07(b5.08(b) shall prevent Sellers or any of its their respective Affiliates from hiring: hiring (i) any employee whose employment has been terminated by Brio the LiveArea Companies or Buyer; Buyers or (ii) after one hundred eighty (180) 365 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, Sellers acknowledges shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the LiveArea Companies or potential clients or customers of the LiveArea Companies for purposes of diverting their LiveArea Business or services from the LiveArea Companies. (d) Sellers acknowledge that a breach or threatened breach of this Section 5.07 5.08 would give rise to irreparable harm to BuyerBuyers, 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 of any such obligations, Buyer Buyers 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). (de) Sellers acknowledges acknowledge that the restrictions contained in this Section 5.07 5.08 are reasonable and necessary to protect the legitimate interests of Buyer Buyers and constitute a material inducement to Buyer Buyers to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 5.08 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 5.08 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: Stock Purchase Agreement (Pfsweb Inc)

Non-Competition; Non-Solicitation. (a) For a Each of VS&A and Seller covenants and agrees that during the period of three years commencing on the Closing Date and ending on the *** anniversary of the Closing Date (the “Restricted Period”), Sellers it shall not, and shall not permit any of its Affiliates to, directly or indirectly: , individually or for or with any Person (i) engage whether as an equity or debt holder), develop, operate, lease, license, construct, manage, market, or acquire any interest in, any wireless communications tower or site, including any interest in or assist others in engaging in or owning more the Land for any Site (“Competitive Activity”), within *** miles of any Tower of the Company; provided, however, that the ownership of less than 5% of the outstanding capital stock of any publicly traded company shall not constitute a company violation of this Section 5.11(a). (b) Each of VS&A and Seller covenants and agrees that createsduring the Restricted Period, manufactures, and it shall not directly or sells CBD and related cannabinoid products or services anywhere in the world. indirectly (the i) induce any person which is a party to a Tenant Lease (a Restricted BusinessCustomer”) as of the Closing to patronize any business directly or indirectly engaged in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”)Competitive Activity; (ii) have an interest in solicit or contact any Person that engages directly or indirectly in the Restricted Business in the Territory in Customer with respect to any capacity, including as a partner, shareholder, director, officer, member, manager, employee, principal, agent, advisor, or consultantCompetitive Activity; or (iii) intentionally interfere request to advise any Customer to withdraw, curtail or cancel any business with Purchaser or in any material respect way interfere with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of Brio. (b) During the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employeerelationship with Purchaser. (c) Sellers The Restricted Period shall be extended with respect to Seller for any period during which any of them are in violation of this Section 5.11 and for any other period during which Purchaser is seeking, by litigation or otherwise, to enforce this Section 5.11 against Seller. (d) If any of the covenants contained in this Section 5.11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action. Seller acknowledges that both the length of time and the geographic scope set forth in Section 5.11(a) are reasonable given the nature of the Business and are necessary to the protection of the Business and its goodwill. (e) Each of the covenants contained in this Section 5.11 are independent of any other provision of this Agreement, and the existence of any Claim which Seller may allege against any other party to this Agreement, whether based on this Agreement or otherwise, shall not prevent the enforcement of any such covenants. Seller acknowledges that Purchaser is purchasing the goodwill of the Business and the covenants contained in this Section 5.11 are essential to the protection of Purchaser’s investment in the Business and that Purchaser would not purchase the Business but for these covenants. Seller agrees that a breach or threatened breach by Seller of this Section 5.07 would give rise to 5.11 shall cause irreparable harm to Buyer, Purchaser and the Business and that Purchaser’s remedies at Law for which monetary damages would not any breach or threat of breach of the provisions of this Section 5.11 shall be an adequate remedyinadequate, and hereby agrees that in Purchaser shall be entitled to a permanent or temporary injunction or injunctions (without the event necessity of posting a breach or a threatened breach by Sellers bond) to prevent breaches of any such obligations, Buyer shallthis Section 5.11 and to enforce specifically the terms and provisions hereof, in addition to any and all other rights and remedies that remedy to which Purchaser 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 Law or equity. (df) Sellers acknowledges The parties agree that to the restrictions contained in this Section 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 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations greatest extent permitted by applicable Law Law, the parties intend the agreements in any jurisdiction or any Governmental Order, then any court is expressly empowered Section 5.11 to reform such covenant, qualify for the benefit of California Business 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 or such Governmental Order. The covenants contained in this Professions Code Section 5.07 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 jurisdiction16601.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Global Signal Inc)

Non-Competition; Non-Solicitation. (a) For As an inducement for Buyer to enter into this Agreement, each of the four Sellers with the largest ownership interests in the Company, including Trinity Xxxx Partners III, L.P. (each, a period of three years commencing on the Closing Date (the “Restricted PeriodSeller”), Sellers agrees that, until the fifth (5th) anniversary of the Closing Date, such Restricted Seller and his or its Affiliates shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in acquire, own, have an equity interest in, lend money to, manage, control or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere participate in the world. (the “Restricted Business”) ownership, management or control of, or consult with, advise or provide any other services for compensation to, any Person engaged, directly or indirectly, in any state in which Bxxx holds Competitive Business, anywhere within a ten (10) mile radius of any theater operated by any Acquired Company as of the Closing Date, provided, that, the foregoing shall not prohibit (x) any Restricted Seller or has held in his or its Affiliates from owning a passive investment of two percent (2%) or less of the last five outstanding equity of any publicly traded company and (5y) years Xxxxx Xxxxxx from continuing to own a license passive investment of up to conduct the Restricted Business seventeen percent (the “Territory”)17%) of Picture Shows Entertainment; or (ii) have an interest in solicit or attempt to divert the business of any supplier of any Acquired Company as of the Closing Date; provided, however, that the foregoing shall not restrict the solicitation of any such supplier to the extent such solicitation is conducted by or on behalf of a Person that engages directly or indirectly is not involved in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, principal, agent, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of BrioCompetitive Business. (b) During As an inducement for Buyer to enter into this Agreement, the Restricted PeriodSellers agree that, until the second (2nd) anniversary of the Closing Date, none of the Sellers shall not, and shall not permit nor any of its their Affiliates toshall, directly or indirectly: (i) solicit for employment or hire any director, hire officer or solicit any current or former employee of Brio any Acquired Company; or (ii) induce or encourage any director, officer or employee of any Acquired Company to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any terminate his or her employment with such employeesAcquired Company; provided, provided that nothing in this Section 5.07(b5.15(b) shall prevent Sellers any Person from placing general advertisements or any solicitations that are not targeted toward employees of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employeeAcquired Companies. (c) The Sellers acknowledges acknowledge that a the covenants of the Sellers set forth in this Section 5.15 are an essential element of this Agreement and that any breach or threatened breach of any provision of this Section 5.07 would give rise to 5.15 will result in irreparable harm injury to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees . The Sellers acknowledge that in the event of such a breach or a threatened breach by Sellers of any such obligations, Buyer shallbreach, in addition to any and all other rights and remedies that may be available to it in respect of such breachat law, Buyer shall be entitled to equitable relief, including a temporary restraining orderinjunctive relief, an injunction, specific performance, and any as well as such other relief that damages as may be available from appropriate. The Sellers have independently consulted with their counsel and after such consultation agree that the covenants set forth in this Section 5.15 are reasonable and proper to protect the legitimate interest of Buyer. (d) If a court of competent jurisdiction (without any requirement to post bond). (d) Sellers acknowledges determines that the restrictions contained in character, duration or geographical scope of the provisions of this Section 5.07 5.15 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on the Sellers’ conduct that are reasonable in light of the circumstances and as are necessary to protect the legitimate interests of Buyer and constitute a material inducement assure to Buyer to enter into this Agreement and consummate the transactions contemplated by benefits of this Agreement. In If, in any judicial proceeding, a court shall refuse to enforce all of the event that any covenant contained in separate covenants of this Section 5.07 should ever be adjudicated 5.15 because taken together they are more extensive than necessary to exceed assure to Buyer the timeintended benefits of this Agreement, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court it is expressly empowered understood and agreed by the parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to reform be enforced in such covenantproceeding, 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 or such Governmental Order. The covenants contained in eliminated from this Section 5.07 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 jurisdictionAgreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amc Entertainment Holdings, Inc.)

Non-Competition; Non-Solicitation. (a) For a period During the term of three years commencing on the Closing Date Executive's employment by the Company, and until January 31, 2013 (the “Restricted NonCompete Period”), Sellers the Executive shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufacturesas an individual proprietor, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted 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, shareholderstockholder, officer, executive, director, officerjoint venturer, memberinvestor, manager, employee, principal, agent, advisorlender, or consultantin any other capacity whatsoever (other than as a holder of not more than one percent (1%) of the total outstanding stock of a publicly held company), engage in a business that competes with the business of the Company; provided, however, that if the Executive’s employment is terminated pursuant to paragraphs 5(a)(i) or (iii) intentionally interfere in any material respect with hereof, then the business relationships (whether formed prior to or NonCompete Period shall terminate 12 months after the date of this Agreement) between Brio and customers or suppliers the termination of Briothe Executive’s employment. (b) During the Restricted Periodterm of the Executive's employment by the Company, Sellers and until January 31, 2013, the Executive shall not, and shall not permit any of its Affiliates to, directly or indirectly: (1) solicit or induce, hire or solicit attempt to induce, any current other person or former employee entity having any continuing or periodic contractual relationship with the Company to terminate, reduce or materially alter their relationship with, or otherwise cease negotiations and/or business activity with, the Company; or (2) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of Brio any persons who had a contractual relationship with the Company or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to with whom the Company was involved in negotiating any such employees; provided, that nothing in this Section 5.07(brelationship within six (6) shall prevent Sellers or any months of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the effective date of termination of employmenttermination, any employee whose employment has been terminated and with whom the Executive, while employed by the employeeCompany, had significant personal contacts or relationships. (c) Sellers The restrictions contained in this Section 8 are necessary for the protection of the trade secrets, proprietary information and contractual relationships of the Company, all of which the Executive acknowledges may be disclosed to the Executive while in the Company's employ, and are considered by the Executive to be reasonable for such purpose. The Executive agrees that a breach or threatened any breach of this Section 5.07 would give rise to irreparable harm to Buyer8 shall cause the Company substantial and irrevocable damage and therefore, 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 any such breach, the Executive agrees that (i) he shall forfeit his right to receive the balance of any such obligationscompensation due him under this Agreement, Buyer shalland (ii) the Option shall be void and of no further force or effect, and in addition to any and all other rights and remedies that which may be available available, the Company shall have the right to it in respect of such breach, be entitled to equitable seek specific performance and injunctive relief, including without the need to post a temporary restraining order, an injunction, specific performance, and bond or other security. (d) If any other relief that may be available from restriction set forth in this Section 8 is found by a court of competent jurisdiction (without any requirement to post bond). (d) Sellers acknowledges that be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests maximum period 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 5.07 should ever be adjudicated to exceed the time, geographic, product range of activities or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly empowered geographic areas as to reform such covenant, and such covenant shall which it may be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in this Section 5.07 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 jurisdictionenforceable.

Appears in 1 contract

Samples: Employment Agreement (PNG Ventures Inc)

Non-Competition; Non-Solicitation. (a) For a period of three two (2) years commencing on following the Closing Date (Closing, the “Restricted Period”), Sellers Shareholder agrees that it shall not, and shall not permit any of its Affiliates to, directly or indirectly: indirectly through any Person, entity or contractual arrangement: (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services the Business anywhere in the world. world (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”), it being acknowledged by the Shareholder that the Group Companies engage in the Business throughout the Restricted Territory; or (ii) have solicit, offer employment to or hire any individual that is an interest in any Person that engages directly employee or indirectly in consultant of a Group Company as of the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, principal, agent, advisor, Closing Date or consultant; otherwise induce or (iii) intentionally interfere in any material respect with the business relationships attempt to induce (whether formed prior to for their own account or after for the date account of this Agreementany other Person) between Brio and customers any individual that is an employee or suppliers consultant of Brio. (b) During a Group Company as of the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee Closing Date to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any the employ of such employeesGroup Company; provided, however, that nothing in this Section 5.07(b7.6(a)(ii) shall prevent Sellers or prohibit any of its Affiliates from hiringsuch party from: (i) using general solicitations (including through search firms) not targeted at employees of the Group Companies, or employing any employee terminated by Brio or Buyerperson who responds to such solicitation; or (ii) after one hundred eighty hiring, employing or discussing employment with any person who contacts such party independently without any solicitations by such party or (180iii) days soliciting any person who has left the employment of the Group Companies at least six (6) months prior to such party soliciting such person; or (iii) knowingly induce or attempt to induce any customer, supplier, licensee or other business relation of a Group Company to cease participating in the Business as conducted by such Group Company. (b) The Shareholder acknowledges that if it breaches any obligation under this Section 7.6, Buyer will suffer immediate and irreparable harm and damage for which money alone cannot fully compensate, and the Shareholder therefore agrees that upon such breach or threatened breach, Buyer shall be entitled to seek a temporary restraining order, preliminary injunction, permanent injunction or other injunctive relief, without posting any bond or other security, barring the other party from violating any such provision. This Section 7.6(b) shall not be construed as an election of any remedy, or as a waiver of any right available to Buyer under this Agreement or the date of termination of employmentLaw, any employee whose employment has been terminated by including the employeeright to seek damages for a breach. (c) Sellers acknowledges that a breach or threatened breach of this Section 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 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 If a court of competent jurisdiction (without any requirement to post bond). (d) Sellers acknowledges determines that the restrictions contained in character, duration or geographical scope of the provisions of this Section 5.07 7.6 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on the Shareholder’s conduct that are reasonable in light of the circumstances and as are necessary to protect the legitimate interests of Buyer and constitute a material inducement assure to Buyer to enter into this Agreement and consummate the transactions contemplated by benefits of this Agreement. In If, in any judicial proceeding, a court shall refuse to enforce all of the event that any covenant contained in separate covenants of this Section 5.07 should ever be adjudicated 7.6 because taken together they are more extensive than necessary to exceed assure to Buyer the timeintended benefits of this Agreement, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court it is expressly empowered understood and agreed by the parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to reform be enforced in such covenantproceeding, and such covenant shall be deemed reformedeliminated, in for the purposes of such jurisdiction to the maximum timeproceeding, geographic, product or service, or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in from this Section 5.07 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 jurisdictionAgreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Charge Enterprises, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three five years commencing on the Closing Date (the “Restricted Period”)Date, Sellers shall notno Seller shall, and no Seller shall not permit any member of its Affiliates the Seller Group to, directly or indirectly: , (i) engage in or assist others in engaging in a business that competes, directly or owning more than 5% of a company that createsindirectly, manufactures, and or sells CBD and related cannabinoid products or services anywhere in with the world. Business (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted 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, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in cause, induce or encourage any material respect actual or prospective client, customer, supplier or licensor of or to the Business, or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, any Seller or other member of this Agreement) between Brio the Seller Group may own, directly or indirectly, solely as an investment, securities 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 customers does not, directly or suppliers indirectly, own 5% or more of Brioany class of securities of such Person. (b) During The Sellers agree, to the Restricted Periodmaximum extent not violative of applicable Law or Governmental Order, that for a period of five years following the Closing Date, the Sellers shall not, and shall cause the other members of the Seller Group not permit any of its Affiliates to, directly or indirectly, solicit for employment or hire or solicit any current or former individual who was an employee of Brio the Business at, or encourage at any employee to leave Brio’s employmenttime within the six-month period prior to, except pursuant to a general solicitation which is not directed specifically to any such employeesthe time of the act of solicitation; provided, however, that nothing in general solicitations, such as through newspaper advertisements, not directed at any Business Employees, will not be deemed to violate this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee.4.7(b). 51 (c) Sellers Each Seller acknowledges that a breach or threatened breach of this Section 5.07 4.7 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 Sellers such 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, performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Sellers Each Seller agrees that it shall not undertake, and shall cause each other member of the Seller Group to not undertake, any harassing or disparaging conduct directed at the Buyer or its Affiliates or about the Business, and each Seller shall, and shall cause each other members of the Seller Group to, refrain from making any negative or derogatory statements concerning the Buyer or its Affiliates or the Business. (e) Each Seller acknowledges that the restrictions contained in this Section 5.07 4.7 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 AgreementTransaction. In the event that any covenant contained in this Section 5.07 4.7 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental Order. The covenants contained in this Section 5.07 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 jurisdictionLaw.

Appears in 1 contract

Samples: Asset Purchase Agreement

Non-Competition; Non-Solicitation. (a) For In order for Purchaser to have and enjoy the full benefit of the Business, and as a material inducement to Purchaser to enter into this Agreement (without such inducement Purchaser would not have entered into this Agreement), for a period of three five (5) years commencing on the Closing Date Date, neither Seller, COG nor any of their controlled Affiliates (the each a “Restricted PeriodParty), Sellers shall not, and shall not permit any of its Affiliates to) shall, directly or indirectly: indirectly (whether by itself, through an Affiliate, in partnership or conjunction with, or as an employee, officer, director, manager, member, owner, consultant or agent of, any other Person): (i) engage undertake, participate or carry on or be engaged or have any financial or other interest in, or in any other manner advise or assist others any other Person in engaging connection with the operation of a Competing Business anywhere in the world; (ii) solicit, entice, encourage or owning intentionally influence, or attempt to solicit, entice, encourage or influence, any employee of Purchaser, any Purchased Subsidiary or any of their respective controlled Affiliates as of immediately following the Closing or any Business Employee who did not accept employment with Purchaser at the Closing, to resign or leave the employ of Purchaser, any Purchased Subsidiary or any of their respective Subsidiaries or otherwise hire, employ, engage or contract any such employee to perform services other than for the benefit of Purchaser, any Purchased Subsidiary or any of their respective Subsidiaries; or (iii) solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any customer of the Business (including any Person who has been a customer of the Business or any Purchased Subsidiary at any time during the period of 12 months before the Closing) to alter, reduce or terminate its business relationship with the Business, Purchaser, any Purchased Subsidiary or any of their respective Subsidiaries for the direct or indirect benefit of any Competing Business. (b) Notwithstanding Section 7.17(a), none of the following activities shall constitute a violation of Section 7.17(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at individual prospective employees, consultants or independent contractors; or (ii) a Restricted Party holding not more than 5% of the outstanding securities of any class of any publicly-traded securities of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere is engaged in the world. (the “Restricted a Competing Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted 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, officer, member, manager, employee, principal, agent, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of Brio. (b) During the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers acknowledges that a breach or threatened breach of this Notwithstanding anything to the contrary set forth herein (including Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that 11.3 in the event of a breach or a threatened breach by Sellers of any such obligationsof the provisions of Section 7.17(a) (the “Restrictive Covenants”): (i) Purchaser and its Subsidiaries (including the Purchased Subsidiaries) shall have the right and remedy, Buyer shall, in addition without regard to any and all other rights and remedies that may be available remedy, to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and (A) have the Restrictive Covenants specifically enforced by any other relief that may be available from a court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any requirement breach of any of the Restrictive Covenants would cause irreparable and material Loss to post bondPurchaser and its Subsidiaries (including the Purchased Subsidiaries)., the amount of which cannot be readily determined and as to which neither Purchaser nor any of its Subsidiaries (including the Purchased Subsidiaries) will have any adequate remedy at law or in damages; (dii) Sellers acknowledges it is the desire and intent of the Parties that the restrictions contained Restrictive Covenants be enforced to the fullest extent permissible under the Laws, Orders and public policies applied in this Section 5.07 each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended to the extent necessary in order that such provision be valid and enforceable, the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iii) the Parties acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Purchaser’s and each of Purchased Subsidiary’s businesses and are reasonable and necessary to protect the legitimate interests of Buyer valid in geographical and constitute a material inducement to Buyer to enter into this Agreement temporal scope and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or all other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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 jurisdictionrespects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Costa Inc)

Non-Competition; Non-Solicitation. (a) For a period of three five (5) years commencing on the Closing Date (the “Restricted Period”), Sellers no Seller Party shall, or shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in cause, induce or encourage any material respect 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 relationships Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Seller Parties may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if the Seller Parties do not control and are not members of a group which controls, such Person and does not, directly or indirectly, in the aggregate, own five percent (whether formed prior to 5%) or after the date more of this Agreement) between Brio and customers or suppliers any class of Briosecurities of such Person. (b) During the Restricted Period, Sellers no Seller Party shall, or shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.01(a) or former employee of Brio is or was employed in the Business during the Restricted Period, or encourage any such employee to leave Brio’s 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 5.07(b6.03(b) shall prevent Sellers any Seller Party or any of its Affiliates from hiring: (i) hiring any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers Each Seller Party acknowledges that a breach or threatened breach of this Section 5.07 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 Sellers 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, performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Sellers Each Seller Party acknowledges that the restrictions contained in this Section 5.07 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 5.07 6.03 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 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 (Intellinetics, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three years 36 months commencing on the Closing Date (the “Restricted Period”), Sellers shall EASBY will not, and shall will not permit any of its Affiliates or Representatives (each, a “Restricted Person”) to, directly or indirectly: : (i) engage in or assist others other Persons in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”); (ii) have an interest in any Person that engages engages, directly or indirectly indirectly, in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, directormember, employee, officer, memberdirector, manager, employee, principal, agent, advisortrustee, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this AgreementEffective Date) between Brio Two Rivers and customers or suppliers of Brio. (b) During the Restricted Periodits customers, Sellers shall notsuppliers, and business contacts; provided that the foregoing shall not permit any of its Affiliates topreclude such Restricted Person from owning, directly or indirectly, solely as an investment, (A) the Exchange Stock or (B) securities of any Person traded on any national securities exchange if such Restricted Person is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1.0% or more of any class of securities of such Person; (b) hire or solicit any current employee or former employee independent contractor of Brio Two Rivers or its Subsidiaries or encourage any such employee or independent contractor to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to such employment or engagement or hire any such employeesemployee or independent contractor who has left such employment or engagement; provided, however, that nothing in this Section 5.07(b5.05 (b) shall will prevent Sellers or any of its Affiliates Restricted Person from hiring: (i) hiring any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee independent contractor whose employment or engagement, as the case may be, has been terminated by Two Rivers and its Subsidiaries following the employee.Closing; (c) Sellers solicit or entice, or attempt to solicit or entice, any clients or customers of Two Rivers or its Subsidiaries or potential clients or customers of Two Rivers for purposes of diverting their business or services from Two Rivers or its Subsidiaries; EASBY agrees and acknowledges that a breach or threatened breach of this Section 5.07 5.06 would give rise to irreparable harm to BuyerTwo Rivers, 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 any Restricted Person of any such obligations, Buyer shallTwo Rivers will be entitled, 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) Sellers . EASBY agrees and acknowledges that the restrictions contained in this Section 5.07 5.05 are reasonable and necessary to protect the legitimate interests of Buyer Two Rivers and constitute a material inducement to Buyer Two Rivers to enter into this Agreement and consummate the transactions contemplated by this AgreementContemplated Transactions. In the event that If any covenant contained in this Section 5.07 5.05 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall will be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.07 5.05 and each provision hereof of this Section 5.05 are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall will not invalidate or render unenforceable the remaining covenants or provisions hereofof this Section 5.05, and any such invalidity or unenforceability in any jurisdiction shall will not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Appears in 1 contract

Samples: Share Exchange Agreement (TWO RIVERS WATER & FARMING Co)

Non-Competition; Non-Solicitation. (a) For a period of three five (5) years commencing on the Closing Date (the “Restricted Period”), Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage own any interest in, manage, control, participate in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”); (ii) have whether as an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholderofficer, director, officer, member, manager, employee, principalpartner, member, agent, advisorrepresentative or otherwise), consult with, render services for, or consultantin any other manner engage anywhere in the United States (the “Restricted Territory”) in any business engaged directly or indirectly in a business substantially similar to, or competitive with, the business of the Company as it is conducted or is proposed to be conducted as of the date hereof, including, without limitation, the business of mining, processing, selling and distributing clay, quartz, mica, feldspar, kaolinite and halloysite; but excluding all other minerals, or (iiiii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio the Company and customers or suppliers of Briothe Company. Seller acknowledges that the Company’s business has been conducted or is proposed to be conducted as of the date hereof throughout the Restricted Territory and that the geographic restrictions set forth above are reasonable and necessary to protect the goodwill of the Company’s business. (b) During the Restricted Period, Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio the Company or encourage any employee to leave Briothe Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b6.2(b) shall prevent Sellers Seller or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyerthe Company; or (ii) after one hundred eighty (180) days from the date of termination of employmentresignation, any employee whose employment that has been terminated by resigned from the employeeCompany. (c) Sellers Seller acknowledges that a breach or threatened breach of this Section 5.07 6.2 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 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, or specific performance, and any other relief that may be available from a court of competent jurisdiction performance (without any requirement to post bond).. 115439161.13 0074720-00001 (d) Sellers Seller acknowledges that the restrictions contained in this Section 5.07 6.2 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 5.07 6.2 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 6.2 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: Stock Purchase Agreement (I-Minerals Inc)

Non-Competition; Non-Solicitation. (a) For a period of three five (5) years commencing on from and after the Closing Date (the “Restricted Period”)Date, Sellers Seller shall not, and shall not permit any of cause its Affiliates not to, directly or indirectly: indirectly (i1) engage in render services or assist others in engaging in give advice to, or owning more than 5% of a company that createsaffiliate with (as employee, manufacturespartner, and consultant or sells CBD and related cannabinoid products or services anywhere in the world. otherwise), (the “Restricted Business”2) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly through one or more of any of its Affiliates, own, manage, operate, control or participate in the Restricted Business in the Territory in ownership, management, operation or control of, any capacity, including as a partner, shareholder, director, officer, member, manager, employee, principal, agent, advisorcompetitor or any division or business segment of any competitor, or consultant; or (iii3) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio any Acquired Company and customers or suppliers of Brio. (b) During the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employeesAcquired Company; provided, that nothing in this Section 5.07(b) 5.5 shall prevent Sellers prohibit such Seller or any of its Affiliates from hiring: acquiring or owning, directly or indirectly up to 2% of the aggregate voting securities of any competitor that is a publicly traded Person. (ib) For a period of five (5) years from and after the Closing Date, Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment or employ any employee terminated by Brio Acquired Company employee; provided, however, that this restriction shall not prohibit Seller or Buyer; any of its Affiliates from soliciting for employment or employing any such person (1) who contacts Seller (on his or her own initiative) in response to a public job advertisement or recruitment program not targeted at Employees or (ii2) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employeewho contacts Seller on his or her own initiative. (c) Sellers Seller acknowledges that a breach or threatened breach of this Section 5.07 5.5 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 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) Sellers Seller acknowledges that the restrictions contained in this Section 5.07 5.5 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 If, at the event that any covenant time of enforcement of the covenants contained in this Section 5.07 should ever 5.5 or employment of anyone responding to any such general solicitation, a court shall hold that the duration or scope restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope reasonable under such circumstances shall be adjudicated substituted for the stated duration or scope and that the court shall be allowed and directed to exceed revise the time, geographic, product or service, or other limitations restrictions contained herein to cover the maximum duration and scope permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 5.5 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

Samples: Stock Purchase Agreement (Spar Group Inc)

Non-Competition; Non-Solicitation. (a) For a period of three (2) years commencing on the Closing Date (the “Restricted Period”), Sellers the Shareholders shall not, and shall not permit any of its their Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio True Digital and customers or suppliers of BrioTrue Digital. Notwithstanding the foregoing, the Shareholders may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if the Shareholders is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 2% or more of any class of securities of such Person. (b) During the Restricted Period, Sellers the Shareholders shall not, and shall not permit any of its their respective Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio True Digital or encourage any such employee to leave Brio’s such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers acknowledges During the Restricted Period, the Shareholders shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of True Digital or potential clients or customers of True Digital for purposes of diverting their business or services from True Digital. (d) The Shareholders acknowledge that a breach or threatened breach of this Section 5.07 5.2 would give rise to irreparable harm to BuyerCerberus, 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 the Shareholders of any such obligations, Buyer Cerberus 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) Sellers acknowledges . The Shareholders acknowledge that the restrictions contained in this Section 5.07 5.2 are reasonable and necessary to protect the legitimate interests of Buyer Cerberus and constitute a material inducement to Buyer Cerberus to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 5.2 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 5.2 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. The restrictions in this Section shall not prohibit the service of the Shareholders to Cerberus, True Digital or their respective Affiliates.

Appears in 1 contract

Samples: Merger Agreement (Cerberus Cyber Sentinel Corp)

Non-Competition; Non-Solicitation. (a) For a period of three years commencing on 6.1.1 Seller agrees that, during the Closing Date (the “Restricted Period”), Sellers it shall not, not and shall not permit any cause each of its Affiliates not to, directly or indirectly: (i) , engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted 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 rendering services to or having a financial interest in any Restricted Business. For the avoidance of doubt, the Parties agree that it would be a violation of this Section 6.1.1 for Seller or any of its Affiliates to act as a partnerconsultant, shareholderadvisor, directorindependent contractor, officer, member, manager, employee, principal, agent, advisor, lender or consultant; or (iii) intentionally interfere trustee of any Person that is engaged in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio and customers or suppliers of Brio. (b) During Restricted Business during the Restricted Period, Sellers provided that nothing in this Section 6.1.1 shall not, and shall not permit prohibit Seller or any of its Affiliates from (i) owning, directly or indirectly, solely as an investment, up to one percent (1%) of any class of “publicly traded securities” of any Restricted Business, meaning securities that are traded on a national or foreign securities exchange or (ii) performing speaking engagements and receiving honoraria in connection with such engagements (provided Seller is not doing so on behalf of a Restricted Business). 6.1.2 Seller agrees that during the Restricted Period it shall not and shall cause each of its Affiliates not to, directly or indirectly, hire solicit for employment or solicit encourage to leave employment any current or former employee of Brio Buyer or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing the Company. Nothing in this Section 5.07(b) 6.1.2 shall prevent Sellers prohibit Seller from placing general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward employees of the Company or the Buyer or any of its Affiliates from hiring: their Affiliates, successors or assigns. 6.1.3 Seller acknowledges that (ia) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from violation of the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers acknowledges that a breach or threatened breach provisions of this Section 5.07 6.1 would give rise to cause irreparable harm to Buyer, for which monetary Buyer and that money damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Sellers of remedy for any such obligationsviolation and (b) accordingly, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, its Affiliates shall be entitled to obtain injunctive or other equitable reliefrelief to prevent any actual or threatened breach of any of such provisions and to enforce such provisions specifically, including without the necessity of posting a temporary restraining orderbond or other security or of proving actual damages, by an injunction, specific performance, and any other relief that may be available from a appropriate court of competent jurisdiction (without any requirement to post bond). (d) Sellers acknowledges that in the restrictions contained appropriate jurisdiction. The remedies provided in this Section 5.07 6.1 are cumulative and shall not exclude any other remedies to which Buyer may be entitled under this Agreement or Law, and the exercise of a remedy under this Section 6.1 shall not be deemed an election excluding any other remedy or any waiver thereof, except as provided in Annex A. 6.1.4 If any Governmental Authority determines that the foregoing restrictions are too broad or otherwise unreasonable under Law, including with respect to time or geographical scope, such Governmental Authority is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under Law. Seller acknowledges, however, that this Section 6.1 has been negotiated by each such Person and that the geographical scope and time limitations, as well as the limitation on activities, are reasonable and necessary in light of the circumstances pertaining 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 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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: Membership Interest Purchase Agreement (Envestnet, Inc.)

Non-Competition; Non-Solicitation. (a) For a the period of three years commencing on the Closing Date and ending on the earlier of (x) a change of control of Owner and (y) the fourth anniversary of the Closing Date (the “Restricted Period”), Sellers Owner shall not, and shall not permit any of its Affiliates Subsidiaries to, directly or indirectly: , (i) engage in or knowingly assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere the Business in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted 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, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in cause or knowingly induce any material respect actual client, customer, supplier or licensor of the Business (including any existing or former client or customer of Sellers and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after adversely modify any such actual relationship with the date of this Agreement) between Brio and customers or suppliers of BrioBusiness. (b) During the Restricted Period, Sellers Owner shall not, and shall not permit any of its Affiliates Subsidiaries to, directly or indirectly, hire or solicit any current Transferred Employee or former employee of Brio or knowingly encourage any employee such Transferred Employee to leave Brio’s such employment or hire any such 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 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employeeTransferred Employees. (c) Sellers Owner acknowledges that a breach or threatened breach of this Section 5.07 5.03 would 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 Sellers any 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, performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Sellers Owner acknowledges that the restrictions contained in this Section 5.07 5.03 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 5.07 5.03 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 5.03 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 (Sientra, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three years 12 months commencing on the Closing Date (the “Restricted Period”), Sellers each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in or owning more than 5% competition with the business of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in Buyer as of the world. date hereof (the “Restricted Business”) in any state in which Bxxx holds or has held anywhere in the last five (5) years a license to conduct the Restricted Business world (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, officer, member, manager, employee, principal, agent, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio the Company and customers or suppliers of Briothe Company. For the avoidance of doubt, lines of business that Sellers were engaged in at the Company prior to the Closing Date are not considered competitive with the business of Buyer. (b) During the Restricted Period, Sellers each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio the Company or encourage any employee to leave Briothe Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b5.03(b) shall prevent Sellers such Seller or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyerthe Company; or (ii) after one hundred eighty (180) days from the date of termination of employmentresignation, any employee whose employment that has been terminated by resigned from the employeeCompany. (c) Sellers After the Closing Date, no Seller, its Affiliates or the officers, directors or employees of any such Affiliates will disparage the Business, Buyer or any of the members, managers, officers, employees or agents of Buyer or the Company. (d) Each Seller acknowledges that a breach or threatened breach of this Section 5.07 5.03 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 Sellers 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, or specific performance, and any other relief that may be available from a court of competent jurisdiction performance (without any requirement to post bond). (de) Sellers Each Seller acknowledges that the restrictions contained in this Section 5.07 5.03 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 5.07 5.03 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 5.03 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. It shall not be a breach of this Section 5.03 for any Seller to provide services as an employee or consultant to Buyer or its Affiliates.

Appears in 1 contract

Samples: Unit Purchase Agreement (Ocean Power Technologies, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three years one year commencing on the Closing Date (the “Restricted Period”), Sellers each Equityholder shall not, and shall not permit any of its his Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisor, or consultanttrustee or; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio the Company and customers or suppliers of Briothe Company. Notwithstanding the foregoing, (i) an Equityholder may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if the Equityholder is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. Nothwithstanding the foregoing, Equityholder may engage in or assist others in engaging in related Cannabis businesses, such as cultivation and manufacturing. (b) During the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any of its Affiliates from hiring: (i) any employee terminated by Brio or Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers Each Equityholder acknowledges that a breach or threatened breach of this Section 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 Sellers a Equityholder 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) Sellers acknowledges that the restrictions contained in this Section 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 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.07 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: Stock Purchase Agreement (MedMen Enterprises, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three years 12 months commencing on the Closing Date (the “Restricted Period”), Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in cause, induce or encourage any material respect 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 relationships (whether formed prior Business, to terminate or after the date of this Agreement) between Brio and customers modify any such actual or suppliers of Brioprospective relationship. (b) During the Restricted Period, Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.05(a) or former employee of Brio is or was employed in the Business during the Restricted Period, or encourage any such employee to leave Brio’s 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 5.07(b6.07(b) shall prevent Sellers Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by Brio or Buyer; Buyer or (ii) after one hundred eighty (180) 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers Seller acknowledges that a breach or threatened breach of this Section 5.07 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 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) Sellers Seller acknowledges that the restrictions contained in this Section 5.07 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 5.07 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 or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 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 (Crown Electrokinetics Corp.)

Non-Competition; Non-Solicitation. (a) For a period of three five (5) years commencing on the Closing Date (the “Restricted Period”), Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisortrustee, lender or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio the Company and customers or suppliers of Briothe Company. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities 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 5% or more of any class of securities of such Person. (b) During the Restricted Period, Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio the Company or encourage any such employee to leave Brio’s 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 5.07(b5.12(b) shall prevent Sellers Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by Brio the Company or Buyer; or (ii) after one hundred eighty (180) 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee; or (iii) any employee, other than a management employee, as a result of the use of a general solicitation (such as a newspaper or internet advertisement) not specifically directed to such employee. (c) Sellers Seller acknowledges that a breach or threatened breach of this Section 5.07 5.12(c) 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 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) Sellers Seller acknowledges that the restrictions contained in this Section 5.07 5.12(d) 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 5.07 5.12(d) should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 5.12(d) 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: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) , engage in or assist others in engaging in the distribution of the Licensed Brands or owning more than 5% of a company that creates, manufactures, and the Owned Brands except pursuant to the Distributor Agreement or sells CBD and related cannabinoid products any other distribution agreement or services anywhere in the world. (the “Restricted Business”) in any state in arrangement to which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted 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, officer, member, manager, employee, principal, agent, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed Seller provides its prior to or after the date of this Agreement) between Brio and customers or suppliers of Briowritten consent. (b) During the Restricted Period, Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio the Company listed on Schedule 3.17(a) or encourage any such employee to leave Brio’s 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 5.07(b) shall prevent Sellers Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by Brio the Company or Buyer; Buyer or (ii) after one hundred eighty (180) 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers Seller acknowledges that a breach or threatened breach of this Section 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 Sellers 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) Sellers Seller acknowledges that the restrictions contained in this Section 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 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 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: Membership Interest Purchase Agreement (NewAge, Inc.)

Non-Competition; Non-Solicitation. (a) For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in or owning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct 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, director, officer, member, manager, employee, principal, agent, advisor, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Brio the Company and customers or suppliers of Briothe Company. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities 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 5% or more of any class of securities of such Person. (bc) During the Restricted Period, Sellers Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire solicit or entice, or attempt to solicit or entice, any current clients or former employee customers of Brio the Company or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers potential clients or any customers of its Affiliates from hiring: (i) any employee terminated by Brio the Company for purposes of diverting their business or Buyer; or (ii) after one hundred eighty (180) days services from the date of termination of employment, any employee whose employment has been terminated by the employeeCompany. (cd) Sellers Seller acknowledges that a breach or threatened breach of this Section 5.07 0 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 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). (de) Sellers Seller acknowledges that the restrictions contained in this Section 5.07 5.06 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 5.07 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.07 5.06 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. (f) Notwithstanding anything herein or in any Employment Agreement between Seller and Buyer to the contrary, if the terms of this Agreement conflict with the terms of any Employment Agreement between Seller and Buyer, the terms of this Agreement shall control.

Appears in 1 contract

Samples: Stock Purchase Agreement (Phunware, Inc.)