Noncompetition and Nondisclosure Covenant Sample Clauses

Noncompetition and Nondisclosure Covenant. (a) Other than as contemplated by the Supply Agreements, Seller shall not (i) at any time during the five (5) year period commencing on the Closing Date (the "Noncompetition Period") engage, either directly or indirectly, except as a holder of no more than 5% of the stock of a publicly held company provided Seller does not actively participate in the business of such company, in the business of developing, manufacturing, distributing or selling (A) reaction and compounded flavor ingredients for the food processing , bakery, beverage and pharmaceutical industries, (B) natural colors for producers of food or pharmaceuticals, (C) specialty sweeteners, including edible molasses, molasses blends, malt extracts, and syrups for the bakery, confectionery and food processing industries, or (D) seasonings and seasoning blends for the food processing industry (collectively, the "Restricted Business") or (ii) at any time during the Noncompetition Period, induce or attempt to induce any present employee of the Company and/or the Company Subsidiaries to leave the employ of the Company and/or the Company Subsidiaries (other than pursuant to general advertisements or solicitation for employment not specifically target at such employees) or (iii) at any time during the Noncompetition Period, contact, solicit or entice any supplier, customer, distributor or representative of the Company and/or any Company Subsidiary as of the date hereof for the purpose of causing any such customer, supplier, distributor or representative not to conduct the Restricted Business with the Company and/or any Company Subsidiary. Notwithstanding the foregoing, during the Noncompetition Period, Seller or any of its Affiliates may acquire or be acquired by, or merge or effect any other business combination with, any entity, whether in the form of a merger, stock purchase, purchase and assumption or otherwise, the principal business of which is not the Restricted Business. For purposes of this Section 10.2(a), an entity's "principal business" shall be deemed to be the Restricted Business if the portion of such entity's (including for this purpose any Affiliates of such entity, if such entity was part of an affiliated group of entities acquired at the same time) consolidated gross revenues attributable to the Restricted Business in the full calendar quarter last preceding the closing of such acquisition exceeded twenty-five (25%) of such entity's (and all such Affiliates') consolidated gross revenues...
AutoNDA by SimpleDocs

Related to Noncompetition and Nondisclosure Covenant

  • Noncompetition and Nonsolicitation Covenants In consideration for -------------------------------------------- the Company's entering into this Agreement and for the payment of any benefits hereunder, Officer hereby agrees that he or she will not, during the term of his or her employment pursuant to this Agreement and the Applicable Severance Period, if any, do any of the following without the prior written consent of the Chief Executive Officer:

  • Noncompetition Nonsolicitation and Nondisparagement The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company, which relationships constitute goodwill of the Company, and the Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. The Executive accordingly covenants and agrees as follows:

  • NON-COMPETITION AND NONSOLICITATION Executive shall not, during the Employment Period and for a period of one (1) year thereafter, directly or indirectly:

  • Nondisclosure and Noncompetition As an inducement to the Company to enter into this Agreement, the Executive represents to and covenants with or in favor of the Company as follows:

  • Noncompetition and Nonsolicitation Executive acknowledges that in the course of his employment with Employer he will become familiar with the Company’s, Employer’s and their respective Subsidiaries’ trade secrets and with other confidential information concerning the Company, Employer and such Subsidiaries and that his services will be of special, unique and extraordinary value to the Company and Employer and such Subsidiaries. Therefore, Executive agrees that:

  • Nonsolicitation and Noncompetition 4.1 During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly:

  • NON-COMPETITION AND NON-DISCLOSURE (a) Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Holding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company or its Subsidiaries from pursuing any other remedies available to the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.

  • Confidentiality and Noncompetition The Executive shall enter into the Confidentiality Agreement and Non-Compete Agreement. The Executive’s execution of those agreements is a material inducement for the Company to enter into this Agreement. Therefore, this Agreement will be null and void unless the Executive enters into the Confidentiality Agreement and the Non-Compete Agreement.

  • Noncompetition Nonsolicitation and Confidentiality As a material inducement to continue to employ him, Employee agrees to execute the Noncompetition, Nonsolicitation and Confidentiality Agreement attached hereto as Exhibit A, the terms of which are incorporated herein by reference.

  • Confidentiality and Non-Competition To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

Time is Money Join Law Insider Premium to draft better contracts faster.