Common use of Non-Solicitation/Non-Compete Clause in Contracts

Non-Solicitation/Non-Compete. (a) For a period of two years after the Closing, Sellers will not, and will cause their respective Affiliates not to, directly or indirectly solicit or induce, or attempt to solicit or induce, any employee of Buyers or their Affiliates to terminate his or her employment relationship with Buyers or their Affiliates (including the Business Entities), or hire or enter into any arrangement for the services of any such employee; provided, however, Sellers may (i) advertise for employees in newspapers, trade publications or other media not targeted specifically at any one or more of the employees of Buyers or their Affiliates (including the Business Entities), (ii) hire any employee of Buyers or their Affiliates whose employment has been terminated by Buyers or their Affiliates (including the Business Entities), and (iii) hire an employee of Buyers or their Affiliates (including the Business Entities) who has applied for employment with Sellers or their respective Affiliates, provided that such application was not solicited or induced in violation of this Section 5.17. (b) For a period of one year after the Closing, Sellers will not, and will cause their respective Affiliates not to, directly or indirectly solicit any customers (other than any customers that are party to a Terminable Contract) of the Business Entities, or induce or attempt to induce any such customers (other than any customers that are party to a Terminable Contract) or any suppliers to terminate, cancel, reduce or discontinue business with the Business Entities in relation to the Business; provided, that sales calls and sales activities in the ordinary course of business consistent with past practice with respect to products sold to customers of the Business Entities by Sellers or their respective Affiliates (other than the Business Entities) prior to the Closing shall not be deemed a solicitation or an inducement or attempt at inducement hereunder, provided that such sales calls and activities do not involve attempts to induce purchases of products of Sellers or their Affiliates in substitution for products currently sold by any Business Entity to such customers. (c) For a period of two years after the Closing, Sellers shall not, and shall cause their respective Affiliates not to, advertise, market or sell any lead-acid battery separators utilizing cross-linked rubber anywhere in the world.

Non-Solicitation/Non-Compete. (a) For a period of two years after the ClosingClosing Date, Sellers will not, Seller shall not and will shall use its reasonable efforts (provided that Seller shall not be required to incur more than an immaterial cost) to cause their respective its Affiliates not to: (i) cause, solicit, induce or encourage any employees of Seller who are or become employees of Purchaser or its Affiliates to leave such employment or hire, employ or otherwise engage any such individual; (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, or licensor of the Business, (including any existing or former customer of Seller and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or change any such actual or prospective relationship in a manner which would be materially adverse to the Business; or (iii) conduct, participate or engage, directly or indirectly solicit or induceindirectly, or attempt to solicit or induce, in any employee business (A) involving the provision of Buyers or their Affiliates to terminate his or her employment relationship any Products and services currently provided by Seller in connection with Buyers or their Affiliates (including the Business Entitiesor (B) that is otherwise directly and substantially competitive with the Business anywhere in the world (a “Restricted Business”), or hire or enter into any arrangement for the services of any such employee; provided, however, Sellers may that (i1) advertise for employees the restrictions contained in newspapersthis Section 5.3 shall not restrict the acquisition by Seller, trade publications directly or other media not targeted specifically at any one or more indirectly, of less than 2% of the employees outstanding capital stock of Buyers or their Affiliates any publicly traded company engaged in a Restricted Business, (including the Business Entities2) that Seller’s subsidiary, CIVCO Medical Instruments Co., Inc., an Iowa corporation (“CIVCO”), shall not be prohibited from engaging in the provision of any products or services currently provided by it in connection with its business, including without limitation, researching, designing, developing, manufacturing or selling products and services in the ultrasound and minimally invasive markets, (3) that clauses (ii) hire any employee of Buyers or their Affiliates whose employment has been terminated by Buyers or their Affiliates (including the Business Entities), and (iii) hire an employee of Buyers or their Affiliates (including the Business Entities) who has applied for employment with Sellers or their respective Affiliates, provided that such application was not solicited or induced in violation of this Section 5.175.3(a) shall not be deemed to prohibit a purchaser of Seller or CIVCO from engaging in the activities contemplated in (ii) and (iii) in any manner, including, but not limited to, engaging in such activities through Seller or CIVCO, and (4) that, notwithstanding the foregoing, such purchaser of Seller or CIVCO shall not be permitted to solicit with respect to the subject matter of an existing Contract of the Business. (b) For The covenants and undertakings contained in this Section 5.3 relate to matters which are of a period special, unique and extraordinary character and a violation of one year after any of the Closing, Sellers will not, and terms of this Section 5.3 will cause their respective Affiliates irreparable injury to the parties, the amount of which will be impossible to estimate or determine and which cannot tobe adequately compensated. Therefore, directly Purchaser will be entitled to an injunction, restraining order or indirectly solicit other equitable relief from any customers (court of competent jurisdiction in the event of any breach of this Section 5.3. The rights and remedies provided by this Section 5.3 are cumulative and in addition to any other than rights and remedies which Purchaser may have hereunder or at law or in equity. In the event that Purchaser were to seek damages for any customers that are party to a Terminable Contract) breach of this Section 5.3, the portion of the Business Entities, or induce or attempt consideration delivered to induce any such customers (other than any customers that are party to a Terminable Contract) or any suppliers to terminate, cancel, reduce or discontinue business with Seller hereunder which is attributed by the Business Entities in relation parties to the Business; provided, that sales calls and sales activities in the ordinary course of business consistent with past practice with respect to products sold to customers of the Business Entities by Sellers or their respective Affiliates (other than the Business Entities) prior to the Closing foregoing covenant shall not be deemed considered a solicitation measure of or an inducement or attempt at inducement hereunder, provided that limit on such sales calls and activities do not involve attempts to induce purchases of products of Sellers or their Affiliates in substitution for products currently sold by any Business Entity to such customersdamages. (c) For The parties hereto agree that, if any court of competent jurisdiction in a period final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of two years after this Section 5.3 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined to be reasonable, not arbitrary and not against public policy may be enforced against the Closing, Sellers shall not, and shall cause their respective Affiliates not to, advertise, market or sell any lead-acid battery separators utilizing cross-linked rubber anywhere in the worldapplicable party.

Non-Solicitation/Non-Compete. ​ ​ ​ In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his or himself and for or on behalf of any person or business entity in the state of Colorado or any state in the United States that the company derives more than 5% of its revenue (athe “Non-Compete Jurisdiction”) For engage in any of the following activities: a. Upon the Employee’s termination of employment with the Employer (voluntary or involuntary) and for a period of two years after 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the ClosingEmployer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, Sellers will not(ii) directly or indirectly, and will cause their respective Affiliates not toon his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee’s own behalf, if the Employee is self-employed) that is engaged in a business of which the Company derives more than 5% of its business, nor shall Employee become interested in any such business, directly or indirectly solicit indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or induce, in any other relationship or attempt to solicit or induce, any employee of Buyers or their Affiliates to terminate his or her employment relationship with Buyers or their Affiliates (including the Business Entities), or hire or enter into any arrangement for the services of any such employeecapacity; provided, however, Sellers may that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (i4%) advertise for employees in newspapers, trade publications or other media not targeted specifically at any one or more of the employees outstanding shares of Buyers capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or their Affiliates participate in soliciting any individual who is employed by the Company. ​ b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (including other than employment) from any accounts or customers of the Business Entities)Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, (ii) hire any employee written consent of Buyers or their Affiliates whose employment has been terminated by Buyers or their Affiliates (including the Business Entities)Employer must be obtained. Such consent shall not be unreasonably withheld. ​ c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and (iii) hire an employee the time duration of Buyers or their Affiliates (including the Business Entities) who has applied for employment with Sellers or their respective Affiliates, provided that such application was not solicited or induced in violation provisions of this Section 5.17. (b) For a period of one year after 6 are reasonable and are no broader than are necessary to protect the Closing, Sellers will not, and will cause their respective Affiliates not to, directly or indirectly solicit any customers (other than any customers that are party to a Terminable Contract) legitimate business interests of the Business Entities, or induce or attempt to induce any such customers (other than any customers that are party to a Terminable Contract) or any suppliers to terminate, cancel, reduce or discontinue business with the Business Entities in relation to the Business; provided, that sales calls and sales activities in the ordinary course of business consistent with past practice with respect to products sold to customers of the Business Entities by Sellers or their respective Affiliates (other than the Business Entities) prior to the Closing shall not be deemed a solicitation or an inducement or attempt at inducement hereunder, provided that such sales calls and activities do not involve attempts to induce purchases of products of Sellers or their Affiliates in substitution for products currently sold by any Business Entity to such customersCompany. (c) For a period of two years after the Closing, Sellers shall not, and shall cause their respective Affiliates not to, advertise, market or sell any lead-acid battery separators utilizing cross-linked rubber anywhere in the world.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his or himself and for or on behalf of any person or business entity in the state of Colorado or any state in the United States that the company derives more than 5% of its revenue (athe “Non-Compete Jurisdiction”) For engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for a period of two years after 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the ClosingEmployer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, Sellers will not(ii) directly or indirectly, and will cause their respective Affiliates not toon his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee’s own behalf, if the Employee is self-employed) that is engaged in a business of which the Company derives more than 5% of its business, nor shall Employee become interested in any such business, directly or indirectly solicit indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or induce, in any other relationship or attempt to solicit or induce, any employee of Buyers or their Affiliates to terminate his or her employment relationship with Buyers or their Affiliates (including the Business Entities), or hire or enter into any arrangement for the services of any such employeecapacity; provided, however, Sellers may that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (i4%) advertise for employees in newspapers, trade publications or other media not targeted specifically at any one or more of the employees outstanding shares of Buyers capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or their Affiliates participate in soliciting any individual who is employed by the Company. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (including other than employment) from any accounts or customers of the Business Entities)Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, (ii) hire any employee written consent of Buyers or their Affiliates whose employment has been terminated by Buyers or their Affiliates (including the Business Entities)Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and (iii) hire an employee the time duration of Buyers or their Affiliates (including the Business Entities) who has applied for employment with Sellers or their respective Affiliatesprovisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. d. Parties agree that after termination of employment, provided that such application was it shall not solicited or induced in be a violation of this herein Section 5.17. (b) For 6 Non-Solicitation/Non-Compete nor a period violation of one year after the ClosingSection 8 Goodwill, Sellers will notfor Employee to immediately continue his secondary personal business of executive coaching and strategic advisory services to third parties in all industries aside from cannabis industry businesses. Such allowable industries specifically include, and will cause their respective Affiliates but are not limited to, directly or indirectly solicit any customers (other than any customers that are party to a Terminable Contract) of the Business Entities, or induce or attempt to induce any such customers (other than any customers that are party to a Terminable Contract) or any suppliers to terminate, cancel, reduce or discontinue business with the Business Entities in relation to the Business; provided, that sales calls and sales activities in the ordinary course of business consistent with past practice with respect to products sold to customers of the Business Entities by Sellers or their respective Affiliates (other than the Business Entities) prior to the Closing shall not be deemed a solicitation or an inducement or attempt at inducement hereunder, provided that such sales calls and activities do not involve attempts to induce purchases of products of Sellers or their Affiliates in substitution for products currently sold by any Business Entity to such customerspsychedelic industry. (c) For a period of two years after the Closing, Sellers shall not, and shall cause their respective Affiliates not to, advertise, market or sell any lead-acid battery separators utilizing cross-linked rubber anywhere in the world.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his or himself and for or on behalf of any person or business entity in the state of Colorado or any state in the United States that the company derives more than 5% of its revenue (athe “Non-Compete Jurisdiction”) For engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for a period of two years after 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the ClosingEmployer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, Sellers will not(ii) directly or indirectly, and will cause their respective Affiliates not toon his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee’s own behalf, if the Employee is self-employed) that is engaged in a business of which the Company derives more than 5% of its business, nor shall Employee become interested in any such business, directly or indirectly solicit indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or induce, in any other relationship or attempt to solicit or induce, any employee of Buyers or their Affiliates to terminate his or her employment relationship with Buyers or their Affiliates (including the Business Entities), or hire or enter into any arrangement for the services of any such employeecapacity; provided, however, Sellers may that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (i4%) advertise for employees in newspapers, trade publications or other media not targeted specifically at any one or more of the employees outstanding shares of Buyers capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or their Affiliates participate in soliciting any individual who is employed by the Company. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (including other than employment) from any accounts or customers of the Business Entities)Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, (ii) hire any employee written consent of Buyers or their Affiliates whose employment has been terminated by Buyers or their Affiliates (including the Business Entities)Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and (iii) hire an employee the time duration of Buyers or their Affiliates (including the Business Entities) who has applied for employment with Sellers or their respective Affiliates, provided that such application was not solicited or induced in violation provisions of this Section 5.17. (b) For a period of one year after 6 are reasonable and are no broader than are necessary to protect the Closing, Sellers will not, and will cause their respective Affiliates not to, directly or indirectly solicit any customers (other than any customers that are party to a Terminable Contract) legitimate business interests of the Business Entities, or induce or attempt to induce any such customers (other than any customers that are party to a Terminable Contract) or any suppliers to terminate, cancel, reduce or discontinue business with the Business Entities in relation to the Business; provided, that sales calls and sales activities in the ordinary course of business consistent with past practice with respect to products sold to customers of the Business Entities by Sellers or their respective Affiliates (other than the Business Entities) prior to the Closing shall not be deemed a solicitation or an inducement or attempt at inducement hereunder, provided that such sales calls and activities do not involve attempts to induce purchases of products of Sellers or their Affiliates in substitution for products currently sold by any Business Entity to such customersCompany. (c) For a period of two years after the Closing, Sellers shall not, and shall cause their respective Affiliates not to, advertise, market or sell any lead-acid battery separators utilizing cross-linked rubber anywhere in the world.