Non-Competition Obligation. Without the prior written consent of the Company, Executive, while employed by the Company or any of its affiliates and thereafter until the end of the Restricted Period, will not engage in any of the activities described in Section 3(b)(1) hereof within the geographical area in which the Company or any of its affiliates is actively engaged in developing, marketing and selling ophthalmic pharmaceuticals, for himself or on behalf of any other person, partnership, corporation or other business entity which is in a Competing Business for purposes of competing with the Company. Notwithstanding the preceding sentence, Executive will not be prohibited from owning less than 5% percent of any publicly traded corporation, whether or not such corporation is in a Competing Business.
Non-Competition Obligation. Director agrees that during the Service Period, Director will not provide any services or engage in any employment or business activity which is competitive with, or would otherwise conflict with, Director’s Service to the Corporation, without the Corporation’s express written consent. Director agrees further that during the Service Period and for two (2) years after the termination of the Service Period, Director will not, either directly or through others, use trade secret information of the Company to solicit or attempt to solicit any customer, vendor, employee, independent contractor or consultant of the Corporation to terminate his or her relationship with the Corporation in order to become a customer, vendor, employee, consultant or independent contractor to or for any other person or entity including, without limitation, Director.
Non-Competition Obligation. The Executive shall not, at any time during the period commencing on the Effective Date and ending on the second (2nd) anniversary of the Date of Termination (the “Restricted Period”), directly or indirectly, enter the employ of, or render any services to, any Person engaged in any business in North America or anywhere in the world in which the Company conducts business as of the Date of Termination (a) which derives more than fifteen percent (15%) of its consolidated revenues from the marketing or distribution of products sold by the Company, (b) which participates in the manufacturing or design of modular or component shelving or drawer systems or other material products of Elfa Group AB and its subsidiaries, or (c) which, as of the Date of Termination, the Board (including any committee thereof) or senior management of the Company has taken active steps to engage in or acquire (any such business, a “Competitive Business”); and the Executive shall not become interested in any such Competitive Business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any other relationship or capacity; provided, however, that nothing contained in this Section 6.1 shall be deemed to prohibit the Executive from working for another retail organization, provided that the Executive is not engaged in any aspect of the business of such retail organization (including, but not limited to, starting any division or other segment of such retail organization in a Competitive Business), whether in a supervisory, consultative or other capacity, relating to a Competitive Business. For the avoidance of doubt, the Executive’s position as a senior executive officer of a retail organization, of which a Competitive Business is an immaterial aspect of its general retail business, shall not be prohibited by, or constitute a violation of, the terms of this Section 6.1; provided that the Executive does not participate in any day-to-day operations or in any strategic or other decisions relating to the conduct of such retail organization as it relates to a Competitive Business and, to the extent necessary, has delegated such responsibilities to other management personnel of such retail organization. It is expressly agreed that nothing contained in this Section 6.1 shall be deemed to prohibit the Executive from acquiring, solely as an investment, up to five percent (5%) of the outstanding shares of capital stoc...
Non-Competition Obligation. Executive, while employed by the Company or any of its Affiliates and thereafter during the Restricted Period will not, for himself or on behalf of any other person, partnership, company or corporation, directly or indirectly, acquire any financial or beneficial interest in (except as provided in the next sentence), be employed by, or own, manage, operate or control, or become a director, officer, partner, employee, agent or consultant of, any entity which is engaged in, or otherwise engage in, a Competing Business. Notwithstanding the preceding sentence, Executive will not be prohibited from owning less than two percent (2%) of any publicly traded corporation, whether or not such corporation is in a Competing Business.
Non-Competition Obligation. (a) During the Exclusive Period and within the Geographic Area, Seller shall not directly or indirectly, without the prior written consent of Purchaser, (i) have any ownership interest in (except for passive ownership of five percent (5%) or less of an entity whose securities are publicly traded) any Competition and excluding any ownership in Purchaser or any successor entity, (ii) participate in the financing, operation, management or control, or assist in or support the development of any Competition or (iii) license any Intellectual Property Rights or technology to any Competition.
(b) The covenants contained in Section 7.2(a) shall be construed -------------- as a series of separate covenants, one for each county, city, state and country of the Geographic Area. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in Section ------- 7.2
(a) If, in any judicial proceeding, a court refuses to enforce any of such ------ separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 7.2 are deemed to exceed the time, ----------- geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws.
(c) Seller acknowledges that (i) the goodwill associated with the Business and customer relationships prior to the Transaction is an integral component of the value of the Business, including the Transferred Technologies, to Purchaser and is reflected in the Purchase Price for the Transaction to be received by Seller, (ii) Seller agreements as set forth herein are necessary to preserve the value of the acquired Business including their goodwill and customer relationships, for Purchaser following the Transaction and (iii) Seller's covenants as set forth in Section 7.2(a) are necessary to preserve the -------------- value of the Transaction for Purchaser following the Effective Date.
(d) Seller agrees that it may be impossible or inadequate to fully measure and calculate Purchaser damages from any breach of the covenants set forth in Section 7.2(a). Accordingly, Seller agrees that if it breaches or -------------- threatens to breach any provision of S...
Non-Competition Obligation. The Executive will not, at any time during the Term or the twelve (12)-month period following the Date of Termination (the “Restricted Period”), directly or indirectly render services to, become employed by, have any equity interest in, or manage or operate (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) any Competitive Entity, any parent, subsidiary or Affiliate thereof or any successor thereto in any geographical area in which the Company or any of its subsidiaries or Affiliates conducts business. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in a Competitive Entity so long as the stock or other equity interest acquired is not more than five percent (5%) of the total outstanding equity interests of such entity.
Non-Competition Obligation. Executive agrees that during the Service Period, Executive will not provide any services or engage in any employment or business activity which is competitive with, or would otherwise conflict with, Executive’s Service to the Corporation, without the Corporation’s express written consent. Executive agrees further that during the Service Period and for two (2) years after the termination of the Service Period, Executive will not, either directly or through others, use trade secret information of the Company to solicit or attempt to solicit any customer, vendor, employee, independent contractor or consultant of the Corporation to terminate his or her relationship with the Corporation in order to become a customer, vendor, employee, consultant or independent contractor to or for any other person or entity including, without limitation, Executive.
Non-Competition Obligation. Executive, while employed by the Company and during the period of twenty-four months following the Termination Date, will not, for himself or on behalf of any other person, partnership, company or corporation, directly or indirectly, acquire any financial or beneficial interest in (except as provided in the next sentence), be employed by, or own, manage, operate or control any entity which is primarily engaged in a Competing Business. Notwithstanding the preceding sentence, Executive will not be prohibited from owning less than five (5%) percent of any publicly traded corporation, whether or not such corporation is in a Competing Business.
Non-Competition Obligation. In order to safeguard the Employer’s and the Company’s Protectable Interests (as defined below), Xxxxxxx agrees that if he or she has a Front Office position, during Xxxxxxx’s employment and Post-employment Period after Xxxxxxx’s employment terminates, Grantee will not, without prior written consent of the Company’s Head of Human Resources, directly or indirectly, on behalf of a Competitor, engage in Competitive Activity (the restriction under this Paragraph, the “Non-competition Obligation”). The length of the post-employment Non-Competition Obligation will be equal to the length of Xxxxxxx’s Notice Obligation as of the date of Xxxxxxx’s termination of employment (the “Post-employment Period”). For example, if Grantee has a 3-month Notice Obligation, the length of Xxxxxxx’s Post-employment Period is three (3) months. The post-employment Non-competition Obligation does not apply if Grantee’s employment is terminated by the Company without Cause. If Grantee fully complies with Xxxxxxx’s Notice Obligations, the length of Xxxxxxx’s Post-employment Period will be reduced by the number of days Grantee remains on payroll during the Notice Period (for example, if Xxxxxxx’s Employer holds Grantee to Grantee’s full Notice Period, Grantee will not have any further Post-employment Period if Grantee fully complies with the Notice Obligations). Grantee acknowledges that this Non-Competition Obligation is in addition to any client non-solicitation obligation set forth in any offer letter, Terms and Conditions of Employment, or deferred compensation award agreement, and that such agreements are amended to add this Non-Competition Obligation; provided, however, that if Grantee has agreed to a longer post-employment non-competition period in an offer letter or Terms and Conditions of Employment, the longer length of time governs. If the Grantee has an Employment Agreement in effect as of the Grant Date, then that Employment Agreement governs.
Non-Competition Obligation. As a condition of and in consideration for the Restricted Share Units, Employee agrees to be bound by the Non-Competition Obligation.
