Non-Competition Undertaking. Baidu undertakes: from the effective date hereof to the expiration of the Preparation Period, Baidu’s ticket business shall operate to the necessary extent to the necessary maintenance of business, but after the Preparation Period ends, Baidu shall immediately terminate all of its current ticket business; Except for the preparation period, from the effective date hereof to the end of the Business Cooperation Term, Baidu shall not conduct its own ticket business, and shall not invest in new company which conducts ticket business or hold more than 10% equity interests in any such company (for avoidance of doubt, for the purpose of this Article, “conducting ticket business” means that the ticket business is the main business, which account for 50% or more of the company’s total revenue), the specific list of such companies are otherwise negotiate separately by the two Parties.
Non-Competition Undertaking. Pursuant to the Agreement, save for certain existing shareholding interests in certain entities that would not constitute a direct competition with the business engaged by the Target Group or also engaged in the telecommunications industry, held by the Vendors, the Vendors have undertaken in favour of the Purchaser that within five years upon signing of the Agreement, unless with prior written consent from the Purchaser, the Vendors and their respective associates would not invest or participate in any project or business opportunity that competes or may compete, directly or indirectly, with the business activities engaged by the Target Group from time to time. The Vendors have further undertaken in favour of the Purchaser that within five years upon signing of the Agreement, should the Vendors or any of their respective associates is offered any new business opportunity that could potentially compete with that of the Purchaser or the Target Group, the Vendors should promptly notify the Purchaser in writing (either by way of emails, facsimile or by other means) of such opportunity and provide such key terms and conditions to the Purchaser. Only in the event that the Purchaser rejected such new business opportunity, the Vendors or any of their respective connected persons shall be permitted to pursue or participate in such new business opportunity at the terms and conditions that is no more favourable than those previously presented to the Purchaser for consideration. In addition, the Vendors have also given a right of first refusal to the Purchaser in respect of their shareholding interests in Shanghai XingJiTong Shi Ye Company Limited*(上海星際通實業有限公司), a company held as to 70% and 30% by Xx. Xxxxx and Xx. Xxxx respectively, given that such company is also engaged in the telecommunications industry in Shanghai. Pursuant to the Agreement, it is agreed that should the Vendors decide to sell their equity interests in Shanghai XingJiTong Shi Ye Company Limited, the Vendors shall inform the Purchaser by written notice and the Purchaser would have up to 14 Business Days to decide whether to exercise such right of first refusal. If the Purchaser intends to acquire the relevant equity interests, a written notice (the “Acceptance Notice”) shall be issued by the Purchaser to the Vendors within the said period, and subject to compliance of all applicable laws and regulations (including but not limited to the Listing Rules), the relevant sale and purchase agreement shall...
Non-Competition Undertaking. 12.1 Each of Cascades Inc. and Sonoco agree that while they own directly or indirectly Shares in the Corporations and for a period of two (2) years thereafter, they will not, without the written consent of the other, which may be withheld in their absolute discretion, directly or indirectly, in any manner whatsoever including, without limitation, either individually or in partnership or jointly or in conjunction with any other person or persons, firm, association, syndicate, company or corporation, as principal, agent, shareholder, employee or in any other manner whatsoever, carry on or be engaged in the Business within Canada or the United States, or be concerned with or interested in or lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used by any person, persons, firm, association, syndicate, company or corporation engaged or concerned with or interested in the Business within Canada or the United States. 12.2 In the event of any violation of any terms and provisions of Section 12.1 hereof by a Cascades Inc. or Sonoco, as the case may be (the "Defaulting Shareholder"), the Corporations or the other party hereto shall have the right, in addition to all other rights provided by law or by this Agreement, to obtain a provisional injunction, interlocutory injunction and permanent injunction to prevent the Defaulting Shareholder or persons acting on its behalf, from violating the provisions of Section 12.1 hereof. In such case, the Defaulting Shareholder renounces to any defense based on the availability to the Corporations and the other party hereto of other recourses, hereby acknowledging that any violation by it of the provisions hereof shall cause irreparable damage to the Corporations and the other party hereto. The Defaulting Shareholder agrees that all restrictions contained in Section 12.1 hereof are reasonable.
Non-Competition Undertaking. (a) From and after the Closing Date until the fourth anniversary thereof (the “Restricted Period”), neither Seller shall , directly or indirectly:
(i) engage in, control, advise, manage, serve as a director, officer or employee of, act as a consultant to, receive any economic benefit from or exert any influence upon, any business which conducts activities within a 250 mile radius of New York City (the “Restricted Radius”) similar to or competitive with the Practice;
(ii) except on behalf of Purchaser and its Affiliates, solicit, divert or attempt to solicit or divert any Person who is, was, or is or was solicited to become, a customer of the Practice or the Company, or offer to provide or sell to any such Person, services which are similar to those provided by the Practice; or
(iii) employ, solicit for employment or encourage to leave their employment with the Company or with Purchaser or its Affiliates any employee of the Company or of Purchaser or its Affiliates. For purposes of this Section 5.09(a), the term “directly or indirectly” shall include acts or omissions as proprietor, partner, joint venturer, employer, salesman, agent, employee, officer, director, lender or consultant of, or owner of any interest in, any Person. Each Seller shall cause its Affiliates to comply with the restrictions of this Section 5.09(a)). The restrictions imposed by clause (i) of this Section 5.09(a) shall not apply to the ownership of one percent (1%) or less of the outstanding securities of any Person whose securities are listed on a national securities exchange. In addition, the restriction imposed by clause (i) of this Section 5.09 shall not restrict either Seller, after the third anniversary of the Effective Date and so long as they are no longer employed by Purchaser or its Affiliates (including the Company), from becoming an employee of or consultant to any health care provider (including any such provider owning or operating one or more hospitals, nursing homes, or assisted living facilities)(but no more than one provider at any time during the Restricted Period), trade association, union or lobbying entity, even if the provider, trade association, union or lobbying entity is within the Restricted Radius.
(b) In the event of actual or threatened breach of the provisions of this Section 5.09, Purchaser, in addition to any other remedies available to it for such breach or threatened breach, including the recovery of damages, shall be entitled to an injunction restrain...
Non-Competition Undertaking. The Employee, therefore, undertakes, if this Agreement should be terminated for any reason, to refrain from approaching or involving himself in, directly or indirectly, on his own behalf or on behalf of a third party, as an employee, as a corporate representative or in any other capacity, any company or business activity which is directly or indirectly in competition with the Company. In addition to the foregoing, the Employee specifically agrees that he shall not accept any engagement with any person, firm, or company that competes with the Company without obtaining the Company’s prior written consent thereto.
Non-Competition Undertaking. Sellers hereby undertake subject to applicable Competition Laws for a period of three (3) years from Closing not to engage themselves, without the written consent of Purchaser, in business, anywhere in the world, directly competing with the business of the Company as presently conducted in the field of biomagnetic measurement equipment for measuring naturally occurring magnetic fields produced by the human body (the "Field"). For the avoidance of doubt, the Field shall not include equipment for the excitation or detection of magnetic resonance in the human body. Notwithstanding such undertaking, Sellers shall always have the right to invest in publicly listed shares or any other publicly listed financial instruments relating to any form of activity whatsoever.
Non-Competition Undertaking. (a) From and after the Closing Date until the fourth anniversary thereof (the “Restricted Period”), the Seller shall not, directly or indirectly:
(i) engage in, control, advise, manage, serve as a director, officer or employee of, act as a consultant to, or exert any influence upon, any business which conducts activities within the Territory competitive with the Business;
(ii) except on behalf of Purchaser and its Affiliates, solicit, divert or attempt to solicit or divert any Person who is, was, or is or was solicited to become, a customer of the Business, or offer to provide or sell to any such Person, services which are similar to those provided by the Business; or
(iii) employ, solicit for employment or encourage to leave their employment with the Company or with Purchaser or its Affiliates any employee of the Company or of Purchaser or its Affiliates. For purposes of this Section 11.3(a), the term “directly or indirectly” shall include acts or omissions as proprietor, partner, joint venturer, employer, salesman, agent, employee, officer, director, lender or consultant of, or owner of any interest in, any Person. Seller shall cause its Affiliates to comply with the restrictions of this Section 11.3(a)). The restrictions imposed by clause (i) of this Section 11.3(a) shall not apply to the ownership of one percent (1%) or less of the outstanding securities of any Person whose securities are listed on a national securities exchange.
(b) In the event of actual or threatened breach of the provisions of this Section 11.3, Purchaser, in addition to any other remedies available to it for such breach or threatened breach, including the recovery of damages, shall be entitled to an injunction restraining Seller or its Affiliates from such conduct.
(c) Section 11.3 shall automatically terminate with respect to Seller if Seller’s employment with the Company and/or Purchaser is terminated other than for “Cause” or if Seller terminates his employment for “Good Reason” (as each of such terms is defined in the Senior Management Agreement).
Non-Competition Undertaking. 24.1 Except as Buyer may expressly agree in writing, and except for persons working for a Group Company pursuant to an employment contract disclosed to Buyer prior to the Closing, each of Seller and Seller's Guarantor agrees that, from and after the date of this Agreement until five years after the Closing Date, Seller and Seller's Guarantor shall not, and shall not permit any of their Affiliates, directly or indirectly, to:
a. compete in the metal packaging business in the Territory with the Company or any of its Affiliates or engage in, control, advise, manage, serve as a director, officer, or employee of, act as a consultant to, receive any economic benefit from or exert any influence upon, any business which conducts metal packaging activities in the Territory;
b. solicit, divert or attempt to solicit or divert any party who is, was, or was solicited to become, a customer or supplier of the Company or any of its Affiliates at any time prior to the Closing Date;
c. solicit for employment or encourage to leave their employment, any person who was during the two-year period prior to such solicitation or encouragement or is an officer or employee of the Company or any of its Affiliates;
d. avail itself of or invest in any business opportunity which is related to the activities conducted by the Company or any of its Affiliates, other than as provided in Section 24.2; or
e. make any disparaging statement to any third party, including the press or media, regarding the Company or any of its Affiliates.
Non-Competition Undertaking. Semitool and its affiliates shall not engage in any *** business that competes with (i) the Royalty Products or (ii) any other *** product currently commercialized by Aviza. For the avoidance of doubt, it is understood that the following technologies are excluded from this non-competition undertaking: (i) any *** thermal technology that is used in conjunction with *** modules in an integrated system and (ii) *** technologies. Notwithstanding the foregoing, the obligations set forth in this Section 1.6 shall terminate on the fifth anniversary hereof unless the amounts paid to Semitool pursuant to Section 1.5 hereof aggregate at least ***, taking into account the aggregate royalty payments made pursuant to Section 1.5.2 and the value of the Buyer’s Shares on such date (as determined by the closing price of said Buyer’s Shares on that date), in which case the obligations shall extend for an additional ten (10) years.
Non-Competition Undertaking. Eternal and Epoch shall cause each of Mx. X.X. Xxxxx and Mr. Shun-Rxx Xxxxx to respectively sign an undertaking on or prior to the First Closing Date that he does not owns, or has owned, of record, or as a beneficial owner, an equity interest or any other financial or profit interest in any Person that has engaged in competition with Epoch with respect to any line of the products or services of Epoch, except for passive ownership of less than one percent (1%) of the outstanding capital stock of any publicly traded company.
6.1. Except as otherwise set forth in the schedules, or as otherwise approved in writing by Buyer, Eternal and Epoch hereby represent, warrant and covenant to Buyer as follows: The Representations, Warranties and Covenants of Eternal and Epoch with respect to transfer of the Eternal First Shares and Eternal Second Shares, the Epoch Business and the Epoch Assets as set out in Schedule 2 are effective and valid during the applicable Warranty Period.
6.2. Subject to Section 2.5 hereof, Buyer may use the Trust Amount to offset any claims (or parts of any claims) that Buyer may have against Eternal under this Agreement, the amount of any such Liability shall not be limited to the Trust Amount.
