Noncompete Covenants. You agree that you will receive valuable training and Confidential Information that you otherwise would not receive or have access to but for the rights licensed to you under this Agreement. You therefore agree to the following noncompetition covenants:
1. Unless otherwise specified, the term “you” as used in this subparagraph 10.D includes, collectively and individually, your Control Person, all Principal Owners, guarantors, officers, directors, members, managers, partners, as the case may be, and holders of any ownership interest in you. We may require you to obtain from your Control Person and other individuals identified in the preceding sentence a signed non-compete agreement in a form satisfactory to us that contains the non-compete provisions of this subparagraph 10.D.
2. You covenant that during the term of this Agreement you will not, either directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person or entity, own, manage, operate, maintain, engage in, consult with or have any interest in any restaurant or food business other than one authorized by this Agreement or any other agreement between us and you, except any interest you may have, at the Effective Date of this Agreement, in a restaurant or food business other than a casual or fast casual restaurant. Under no circumstances may you be a member of a franchisee advisory council, committee, board or other similar group for a restaurant or food business, unless you receive our prior written approval.
3. You covenant that you will not, for a period of 2 years after the expiration or termination of this Agreement, regardless of the cause of termination, or within 2 years of the sale of the Restaurant or any interest in you, either directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person or entity, own, manage, operate, maintain, engage in, consult with or have any interest in (i) a casual or fast casual restaurant that sells or offers to dispense prepared food products the same as or similar to the type sold in Buffalo Wild Wings® restaurants; (ii) a video entertainment-oriented, casual or fast casual restaurant or bar business; or (iii) any business establishment that sells or offers to dispense prepared chicken wings or legs:
a. At the premises of the former Restaurant;
b. Within a 5-mile radius of the former Restaurant; or
c. Within a 5-mile radius of the location of any other business or restaurant using the Buffal...
Noncompete Covenants. (a) Notwithstanding anything else in this Agreement to the contrary, the covenants contained in this Section 4.17 shall be in effect during the period beginning on the First Closing Date and continuing until (i) one year from the Second Closing Date if the Second Closing shall have occurred prior to December 1, 2004, or (ii) December 1, 2004 if the Second Closing Date shall not have occurred by December 1, 2004 (the “Noncompete Period”).
(b) The Sellers covenant and agree that no Seller will, during the Noncompete Period, without the prior written consent of Buyer, directly or indirectly, on behalf of itself, any of its Affiliates or any other Person engage in the Seller Prohibited Business. The provisions of this Section shall not prohibit any Seller from owning up to five percent (5%) of any class of securities of any corporation that is traded on a national securities exchange or through the NASDAQ system.
(c) Each of Buyer, Zone Trading and Xxxxxxxx agree that, during the Noncompete Period, it will not, without the prior written consent of Sellers, directly or indirectly, engage in the Buyer Prohibited Business. The provisions of this Section shall not prohibit any or all of Buyer, Zone Trading and Xxxxxxxx from owning up to five percent (5%) of any class of securities of any corporation that is traded on a national securities exchange or through the NASDAQ system.
(d) Each of the Sellers, on the one hand, and Buyer, Zone Trading and Xxxxxxxx, on the other hand, hereby acknowledge and agree that the provisions of this Section 4.17 are: (i) ancillary to an otherwise enforceable agreement; (ii) supported by independent and valuable consideration; and (iii) contain reasonable limitations as to time and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect each such Person’s trade secrets, goodwill and other legitimate business interests. Each of the Sellers, on the one hand, and Buyer, Zone Trading and Xxxxxxxx, on the other hand, further agree, and do hereby acknowledge, that the provisions of this Section 4.17 are a materially significant and essential aspect of their respective decisions to execute this Agreement, and that the provisions of this Section 4.17 have substantial value to each of the Sellers, Buyer, Zone Trading and Xxxxxxxx. Each of the Sellers, on the one hand, and Buyer, Zone Trading and Xxxxxxxx, on the other hand, further agree that if, at some later date, a court of competent jurisdicti...
Noncompete Covenants. 68 9.4. Injunctive Relief, etc....................................71 9.5.
Noncompete Covenants. (a) The Selling Shareholders each agree not to, during the five (5) year period commencing on the Closing Date, anywhere in the United States, directly or indirectly (i) engage or become interested in any entity (whether as owner, manager, operator, licensor, licensee, lender, partner, shareholder, joint venturer, employee, supplier, consultant or otherwise) in any entity which sells, manufactures, markets, converts, or distributes products in competition with the products currently manufactured and distributed by the Company, or (ii) take any other action which constitutes an interference with or a disruption of Buyer's operation of the Business or Company's use, ownership and enjoyment of its assets in connection with the Business.
(b) For purposes of clarification, but not of limitation, the Selling Shareholders hereby acknowledge and agree that the provisions of this Section 9.3 shall serve as a prohibition against them, during the period described therein, directly or indirectly, hiring, offering to hire, enticing away or in any other manner persuading or attempting to persuade any current officer, employee (other than Xxx, Xxxx and Xxxxx and employees of the Company that are to be employees of Rhino as of the Closing), agent, lessor, lessee, licensor, licensee, customer or supplier of the Business to discontinue or alter his or its relationship with the Business.
(c) Notwithstanding the foregoing,
(1) each of the Selling Shareholders shall be permitted to own not more than 1% of any class of securities which is registered under the Securities Exchange Act of 1934, as amended; provided, however, that said 1% limitation shall apply to the aggregate holding of all other persons and entities with whom such Selling Shareholder has agreed to act for the purpose of acquiring, holding, voting or disposing of such securities.
(2) Rhino shall be entitled to continue to operate its business in substantially the same manner as the business was operated by the Company prior to Closing, including the purchase of products from the Company and the resale of such products in the ordinary course of its business. Rhino shall purchase all such products from the
Noncompete Covenants. (a) As consideration for CEMI being designated Gatherer’s agent to perform the Services as provided above and as additional consideration to Gatherer for performing its obligations under the Gathering Agreement on behalf of Producers, except for the permitted activities described in Section 6 below, Producers hereby covenant and agree not to, and agree to cause their Affiliates not to, during the term hereof, directly or indirectly, engage in or participate in activities to gather or transport natural gas in the Springridge AMI, whether for their own account or on behalf of third parties.
(b) As consideration for CEMI acting as Gatherer’s agent to perform the Services as provided above and as additional consideration to Producers for performing their respective obligations under the Gathering Agreement, Gatherer hereby covenants and agrees not to, and agrees to cause its Affiliates not to, during the term hereof, engage in or participate in activities to purchase or market natural gas in the Springridge AMI if CEMI or its Affiliates are then performing, or willing to perform, such activities on behalf of Gatherer.
Noncompete Covenants. During the Restricted Period, Executive shall not, on his behalf, or on behalf of any Competing Business, perform for the benefit of any Competing Business (i) any of the Duties, or (ii) any activities which are substantially similar to those Duties. Notwithstanding the foregoing, this Section 9(d) shall not apply in the event of a termination of employment governed by Section 6(b) or 6(c) of this Agreement. Nothing in this Agreement shall be construed to prohibit Executive from performing activities which he did not perform for Company.
Noncompete Covenants. (a) For and in consideration of consummation of the Merger and the other transactions contemplated by the Reorganization Agreement, Officer agrees that for a period of six (6) months after Officer's termination of employment with the BHC or the Bank, Officer shall not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever:
(i) solicit the banking business of any current customers of the Bank;
(ii) (A) acquire, charter, operate or enter into any franchise or other management agreement with any financial institution,
Noncompete Covenants. During the Term of Employment and for a period of two (2) years after termination of employment (the “Noncompete Period”), the Employee shall not enter into or engage in activities relating to the development or commercialization of atmospheric plasma technology or sale of products which compete with the Company’s products or any business in which the Company had engaged and in which business the Employee has been involved during the Term of Employment, either as an individual on his own account, or as a partner or joint venturer, or as an owner, partner, officer, director, employee, agent or salesman, for any entity or other person which competes with the Company, within a one hundred seventy-five (175) mile radius of any place of business of the Company. Notwithstanding the foregoing, the Employee may own up to five percent (5%) of an entity which competes with the Company if the class of such entity’s securities owned by the Employee is traded on a national stock exchange or listed in the NASDAQ National Market listings and the Employee does not have other relationships with such company. Further, the Employee shall not solicit or induce, or attempt to solicit or induce, employees of the Company to terminate their employment with the Company during the Noncompete Period.
Noncompete Covenants. At the Closing, Seller and Parent, respectively, shall enter into noncompete agreements with Buyer in substantially the form as provided in Exhibit 1.7 attached hereto and made a part hereof (the "Noncompete Agreements").
Noncompete Covenants. (a) Xxxxxxxx agrees that for a period of 24 months after the date of consummation of the Merger, Xxxxxxxx shall not directly or indirectly (whether as an officer, director, employee, partner, 5% stockholder or agent)
(i) engage in the banking business generally or in any business in which the Bank has, as of the date of the Merger engaged, in Dallas County, Texas, or (ii) solicit the banking business of any clients of Bank or Bank's affiliates or solicit employees of Bank or Bank's affiliates to seek employment with any person or entity engaged in the financial services business except the Bank and its affiliates, whether, in either case, such solicitation is made within or without the area described in this paragraph, except that this Agreement shall not be binding on Xxxxxxxx if the Bank shall have breached its obligations under this Agreement.
(b) For and in consideration of his obligations hereunder, the Bank shall pay Xxxxxxxx $1,000 in a lump sum payment to be made as of the time the Merger is effective.
(c) Xxxxxxxx agrees that (i) this Noncompetition Agreement is entered into in connection with the sale to BOKF of the goodwill of the business of the Bank, (ii) Xxxxxxxx is receiving valuable consideration in the Merger for this Noncompetition Agreement, (iii) the restrictions imposed upon Xxxxxxxx by this Noncompetition Agreement are essential and necessary to ensure BOKF acquires the goodwill of the Bank, and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Noncompetition Agreement are fair and reasonable.
