Noncompetition; Confidentiality. As an inducement to Buyer to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the business of Company being acquired pursuant to this Agreement, and in addition to and not in limitation of any covenants contained in any agreement executed and delivered pursuant to Section 5.1 hereof, each Shareholder hereby covenants and agrees as follows:
Noncompetition; Confidentiality. (a) The Employee agrees that from the commencement of the Employment Period until the date that is two years after the date of termination of employment for any reason (and, as to clause (ii) of this Section 7, at any time thereafter) Employee will not, directly or indirectly, do or suffer any of the following:
Noncompetition; Confidentiality. (a) The Executive agrees that during his employment with the Company, and for the a one year period thereafter (and, as to clauses (iii) and (iv) of this Section 4(a), at any time thereafter) he will not, directly or indirectly, do or suffer any of the following:
(i) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated (collectively, "Employed") as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of the Company or any of its affiliates (as conducted on the date the Executive ceases to be employed by the Company in any capacity, including as a consultant) (a "Prohibited Business") in the United States of America or any of the foreign countries in which the Company or any of its affiliates is doing business (a "Competing Business") for so long as this Section 4(a)(i) shall remain in effect, nor solicit any person or business that was at the time of the Executive's termination of employment, or within one year prior thereto, a customer or supplier of the Company or any of its affiliates; provided, however, that, notwithstanding the foregoing, the Executive shall not be deemed to be Employed by a Competing Business if the Board or a committee of the Board determines that the Executive has established by clear and convincing evidence all of the following: (A) such entity (including its affiliates in aggregate) does not derive Material Revenues (as defined below) from the aggregate of all Prohibited Businesses, (B) such entity (including its affiliates in aggregate) is not a Competitor (as defined below) of the Company and its affiliates and (C) Executive has no direct responsibility for or otherwise with respect to any Prohibited Business; for purposes of this clause (i), Material Revenues shall mean that 5% or more of the revenues of the entity (including its affiliates in aggregate) are derived from the aggregate of all Prohibited Businesses; an entity shall be deemed a Competitor of the Company and its affiliates if the combined gross receipts of the entity (including its affiliates in aggregate) from any Prohibited Business is more than 25% of the gross receipts of the Company and its affiliates in such Prohibited Business; and an "affiliate" of an ent...
Noncompetition; Confidentiality. Subject to the Closing, and as an inducement to MIOA to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the business of the Company being acquired pursuant to this Agreement, and in addition to and not in limitation of any covenants contained in any agreement executed and delivered herewith, each Shareholder hereby covenants and agrees as follows:
Noncompetition; Confidentiality. (a) The Purchaser and the Seller acknowledge and understand that the Purchase Price was fixed on the basis that the Transfer of the Transferred Assets to the Purchaser would provide the Purchaser with the full benefit and goodwill of the Business. Each of the Seller and Shareholder acknowledges that it is proper for the Purchaser to have assurances that the value of the Business will not be diminished by acts of the Seller or Shareholder after the Closing Date. Accordingly, for a period of three (3) years from and after the Closing Date, neither the Seller nor the Shareholder shall, directly or indirectly, through Affiliates, a partnership, joint venture or otherwise, (i) enter into, engage in, conduct or carry on any business which produces, manufactures, sells or distributes products now produced, manufactured, sold or distributed by the Business, or participate in the management of any person, firm, enterprise or corporation if such person, firm, enterprise or corporation engages or proposes to engage in substantial competition with the Business in any line of business actively conducted at the time by the Business and which was conducted by the Business prior to the Closing Date in all of the counties in California, in the remaining 00 xxxxxx xx xxx Xxxxxx Xxxxxx, and throughout the world; (ii) solicit or divert any business or any customer from the Business; or (iii) hire or seek to hire, or advise or recommend to any other person that he employ or solicit for employment, any employee of the Business who is an employee of the Business on the date hereof or on the Closing Date.
(b) Neither the Seller nor the Shareholder shall use or disclose, or induce the use or disclosure of, and shall otherwise keep confidential all secrets, know-how, processes, formulas, discoveries, improvements, designs, business affairs and other secrets ("Confidential Matters") used or usable by the Seller in the Business to the extent that such Confidential Matters are not or do not become readily available to the public at any relevant time, other than through Seller's or Shareholder's disclosure of such Confidential Matters.
(c) If the Seller or Shareholder commits a breach, or threatens to commit a breach, of any of the provisions of this Section 9.2, the Purchaser shall have the right and remedy (in addition to any others) to have the provisions of this Section 9.2 specifically enforced by any court having equity jurisdiction, together with an accounting therefor, it being...
Noncompetition; Confidentiality. (a) In order to induce Purchaser to enter into this Agreement, each of Parent and Seller expressly covenants and agrees that for a period of five (5) years from and after the Closing Date, neither Seller, Parent nor any of their respective Controlled Affiliates will directly or indirectly, without the prior express written consent of Purchaser, (i) own (other than ownership of stock or other equity interests constituting less than five percent (5%) of the total equity interest of any publicly-traded entity), manage, operate, join, control, consult with or participate in any business, individual, partnership, firm, corporation or other entity which is engaged in the Business, wholly or partly, in any part of the world, provided, however, that the business operations as currently conducted by Heurikon Corporation, Power Conversion North America and Computer Products Asia-Pacific Limited shall be deemed not to violate this clause (i), (ii) interfere with or attempt to interfere with any business relationship between any third party and Purchaser or any of its Affiliates in connection with the Business, or (iii) solicit or encourage any officer, employee, consultant or agent employed or retained by Purchaser to leave Purchaser's employ or retention.
(b) Except to the extent expressly required by Law, Parent and Seller shall, and shall cause their Controlled Affiliates to, keep secret and confidential indefinitely all non-public information concerning Purchaser, Seller, the Purchased Assets and the Business and not disclose the same, either directly or indirectly, to any other Person, or use the same in any way.
(c) Parent and Seller expressly agree that the remedies at law for any breach of the provisions of this Section 5.3 would be inadequate and that, in addition to any other remedies that Purchaser may have, Purchaser shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages or posting bond. To the extent that any part of this Section 5.3 may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable. Parent and Seller acknowledge that Purchaser would not enter into this Agreement or acquire the Purchased Assets unless Parent and Seller agreed to the provisions of this Section 5.3.
(d) In furtherance of the foregoing (i) Xx...
Noncompetition; Confidentiality. Employee hereby acknowledges and agrees that (i) the Bank has made a significant investment in the development of its business in the geographic area identified below as the "Relevant Market" and that, by virtue of Triangle's acquisition of the Bank, Triangle has a valuable economic interest in its and the Bank's business in the Relevant Market which it is entitled to protect; (ii) in the course of his service as an officer of the Bank and Triangle, he has gained and will gain substantial knowledge of and familiarity with the Bank's and Triangle's customers and their dealings with them, and other information concerning the Bank's and Triangle's business, all of which constitutes valuable assets and privileged information that is particularly sensitive due to the fiduciary responsibilities inherent in the banking business; and (iii) in order to protect Triangle's interest in and to assure it the benefit of its succession to the Bank's business, it is reasonable and necessary to place certain restrictions on Employee's ability to compete against Triangle and on his disclosure of information about Triangle's and the Bank's business and customers. For that purpose, and in consideration of Triangle's agreements contained herein, Employee covenants and agrees as provided below.
Noncompetition; Confidentiality. The Executive hereby acknowledges that he has agreed, on the terms and conditions set forth in the Purchase Agreement, not to compete with the Company for a period of five (5) years from the date hereof, and not to disclose proprietary or other confidential information of the Company, and that his agreement set forth in Article IV, hereof, and the Confidentiality Agreement are in addition to, and not by way of limitation to, his agreements in the Purchase Agreement.
Noncompetition; Confidentiality. Fountain and Employee acknowledge that during the course of Employee's employment with Fountain, Employee shall be given access to and shall develop names, contacts at, and addresses of, the dealers, customers, and prospective customers for the purposes of furthering Fountain's Business, and that Employee will be responsible for and will participate in the development of Fountain's Business (whether through the conception, invention, or development of any Inventions; through planning, marketing, customer and prospective customer relations, construction, distribution, sales, servicing, or management; or otherwise). Fountain and Employee also acknowledge that Fountain will spend considerable amounts of time, effort, and corporate resources in providing Employee with knowledge relating to Fountain's Business, including but not limited to patents, proposed patents, copyrights, trade secrets, inventions, proprietary information, designs, specifications, blueprints, project notes, finances, dealers, customers, customer lists, customer information (including, without limitation, requirements and preferences) prospective customers, plans, concepts, ideas, methods, analyses, marketing investigations, strategies, proposals, surveys, and research, in whatever form, (collectively, the "Information"), which Information Fountain has a right to regard as confidential and to protect from disclosure. To protect Fountain from Employee's use or exploitation of such Information, and to provide reasonable assurance to Fountain that it safely may provide Employee with information relating to the dealers, customers, and prospective customers and with other information relating to Fountain's Business, Employee covenants and agrees as follows:
Noncompetition; Confidentiality. Subject to the Closing, and as an inducement to Buyer to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the Business, and in addition to and not in [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. limitation of any covenants contained in any agreement executed and delivered pursuant to Section 8.4 hereof, Company hereby covenants and agrees as follows:
