Non-Solicitation of Business Relationships. During the Employment Period, Executive shall not, directly or indirectly, for Executive’s own account or for the account of any other Person, in any jurisdiction in which the Company Group has commenced or has actively made plans to commence operations, solicit, interfere with, or otherwise attempt to establish any business relationship of a nature that is competitive with the business or relationship of the Company Group with any Person throughout the world which is or was a customer, client or franchisee of the Company Group, other than any such activity on behalf of or at the request of the Company Group.
Non-Solicitation of Business Relationships. During the Restriction Period, Executive shall not, directly or indirectly, for Executive’s own account or for the account of any other Person, in any jurisdiction in which the Company Group has commenced or has made plans to commence operations, solicit, interfere with, or otherwise attempt to establish any business relationship of a nature that is competitive with the Business or relationship of the Company Group with any Person throughout the world which is or was a customer, client, distributor, supplier or vendor of the Business of the Company Group (x) at any time during the Employment Period (in the case of such prohibited activity occurring during such time) or (y) during the twelve month period preceding such prohibited activity (in the case of such prohibited activity occurring during the Restriction Period but after the date of Executive’s termination of employment with the Company), other than any such activity on behalf of or at the request of the Company Group during the Employment Period.
Non-Solicitation of Business Relationships. During the Restriction Period, Executive shall not, directly or indirectly, for Executive’s own account or for the account of any other Person, in any jurisdiction in which Avatar or the Company or any of their affiliates has commenced or made plans to commence operations, solicit, interfere with, or otherwise attempt to establish any business relationship of a nature that is competitive with the business or relationship of Avatar or the Company or any of their affiliates with any Person throughout the world which is or was a customer, client, distributor, supplier or vendor of Avatar or the Company or any of their affiliates at any time during the Term.
Non-Solicitation of Business Relationships. As material inducement to Buyers to enter into the MTA and PSA, as applicable, and to consummate the transactions contemplated thereby, each Restricted Party hereby covenants and agrees for the duration of the Restrictive Period to not, and to cause its affiliates not to, directly or indirectly, (a) call on, solicit or service any patient, sales representative, referral source, partner, supplier or other Person that has a business relationship with any Buyer in order to induce or attempt to induce such Person to cease doing business with such Buyer, or in any way interfere with the relationship between any such patient, sales representative, referral source, partner, supplier or other Person, on the one hand, and any such Buyer, on the other hand or (b) divert or attempt to divert from any Buyer any business or business opportunity whatsoever.
Non-Solicitation of Business Relationships. As an inducement to the Buyer and the Issuer to enter into this Agreement, each Restricted Party hereby covenants and agrees, for the duration of the Restrictive Period, not to, and to cause its Affiliates not to, directly or indirectly, call on, solicit or service any user, customer, supplier, licensee, licensor or other Person that has a business relationship with the Company or any of its Subsidiaries in order to induce or attempt to induce such Person to cease doing business with the Company or any of its Subsidiaries, or in any way intentionally interfere with the relationship between any such user, customer, supplier, licensee, licensor or other Person that has a business relationship with Company or any of its Subsidiaries (including making any negative or disparaging statements or communications about the Company or any of its Subsidiaries or any of their respective businesses, services, products, technology, compliance with legal requirements, directors, officers, employees, contractors or consultants or otherwise).
Non-Solicitation of Business Relationships. During the Restricted Period, the Restricted Party agrees to not, directly or indirectly, for his own benefit or the benefit of anyone else other than the Company or any of its subsidiaries (except on behalf of or with the prior written consent of the Company or any of its subsidiaries):
1. solicit, divert, or appropriate to, or accept on behalf of, or attempt to solicit, divert, appropriate to or accept on behalf of, any Competing Business in the Geographic Area, any business from any customer or actively sought prospective customer of the Company or any of its subsidiaries with whom the Restricted Party has dealt, whose dealings with the Company or its subsidiaries have been supervised by the Restricted Party or about whom the Restricted Party has acquired confidential or proprietary information during the Restricted Period; or
2. encourage or induce, or attempt to encourage or induce, any customers, clients, suppliers, vendors, licensees, licensors, distributors or other business relations of the Company or any of its subsidiaries to reduce, terminate, or refuse to continue business with the Company or any of its subsidiaries or otherwise harm or interfere with the Company’s relationship with such customers, clients, suppliers, vendors, licensees, licensors, distributors or other business relations.
Non-Solicitation of Business Relationships. Without limiting the generality of the provisions of Section 6.3(b) above, each Seller covenants and agrees that during the Restricted Period such Person will not, and will cause its Affiliates not to, directly or indirectly, solicit, induce or advise or participate in any manner (as an owner, equity holder, financing source, director, member, officer, manager, employee, agent, representative, consultant, Service Provider or otherwise) in any business that solicits, induces or advises, any Person that is or was a customer, supplier or other business relation of any Acquired Company at any time during the 24 month period prior to the Closing Date for purposes of diverting such Person’s business from any Acquired Company or providing any goods or services which are or may reasonably be considered to be competitive with those provided by the Business.
Non-Solicitation of Business Relationships. The Restricted Party covenants and agrees that at all times during the period beginning on the date of this Agreement and ending on the date that is five (5) years from the date of this Agreement (the “Customer Non-Solicit Period”), such Restricted Party will not, and will cause each Restricted Subsidiary not to, whether for its own account or for the account of any other Person, without the prior written consent of Parent, (A) solicit, perform or offer to perform or engage in the Restricted Business for any customer of the Company or any of its Subsidiaries as of the date hereof or any reseller set forth on Annex A hereto (each, a “Specified Reseller”); or (B) interfere with or disrupt, or attempt to interfere with or disrupt, the relationship, contractual or otherwise, between the Company or any of its Subsidiaries and any customer of the Company or any or any of its Subsidiaries as of the date hereof or any Specified Reseller.
Non-Solicitation of Business Relationships. During Executive’s employment with the Company Group and during the Restricted Period, except in the good faith performance of his duties, Executive shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly, solicit, or assist in soliciting, in competition with the Company Group, the business of any then current customer, supplier or other business relation of the Company Group in order to induce such Person to cease doing business with, or reduce the amount of business conducted with, the Company Group, or any way negatively interfere with the relationship between any then current customer, supplier, or other business relation of the Company Group:
i. with whom Executive had personal contact or dealings on behalf of the Company Group during the six (6) month period preceding Executive’s termination of employment;
ii. about whom Executive had knowledge of any of the Company Group’s plans with respect to such Person; or
iii. for whom Executive had direct or indirect responsibility during the six (6) month immediately preceding Executive’s termination of employment.
Non-Solicitation of Business Relationships. Without limiting the generality of the provisions of Section 8.6(b) above, Seller hereby covenants and agrees that, during the Term, Seller and its controlled Affiliates will not, and will cause their directors, officers and employees (solely while acting in their capacities as such directors, officers and/or employees) not to, directly or indirectly, solicit or initiate discussions with (or participate as an owner or equityholder in, or consultant or financing source for, any business that solicits or initiates discussions with) any publisher listed on Schedule 8.6(c) hereto (the “Restricted Publishers”), for purposes of providing goods or services (including any advertising related services) to such Restricted Publisher without the prior approval of Buyer; provided, however, that in the event that a Restricted Publisher terminates its Contract with the Company following the Closing Date, the restrictions in this Section 8.6(c) shall terminate solely with respect to such Restricted Publisher (a “Released Publisher”) on the earlier to occur of (x) the end of the Term and (y) the date that is 12 months following the effective date of such Contract termination. Seller hereby further covenants and agrees that (i) during the Term it and its controlled Affiliates shall not be a party to, or otherwise enter into or maintain, any agreement or arrangement with any Restricted Publisher (other than a Released Publisher after the applicable termination date of the restrictions set forth in this Section 8.6(c)) without the prior written consent of Buyer, and (ii) in furtherance of the foregoing, within 10 days following the Closing, Seller, Lijit and their respective controlled Affiliates shall terminate any and all contracts, agreements and arrangements with any Restricted Publisher. For the avoidance of doubt, this Section 8.6(c) prohibits Seller on behalf of itself or any of its controlled Affiliates from marketing or providing its services to any Restricted Publisher during the Term (other than to a Released Publisher after the applicable termination date of the restrictions set forth in this Section 8.6(c)).
