Noncompetition; Nonsolicitation. Each Restricted Party (and each controlling person or Affiliate of Restricted Party) agrees as follows: (a) During the Noncompetition Period, such person will not, directly or indirectly, in any capacity, either individually, or as agent, principal, partner, member, manager, owner, trustee, beneficiary, co-venturer, distributor, consultant on its own behalf or on behalf of any other corporation, limited liability company, partnership, proprietorship, firm, association or other business entity: (i) participate in, provide assistance to, or have a financial or other interest in any Competitive Business; provided, however, that the ownership of less than a 2% interest in an entity whose securities are traded on a recognized stock exchange or traded in the over-the-counter market, even though that entity is a competitor of the Business, shall not be deemed in itself to be a breach of this Section 4(a)(i); (ii) except on behalf of the Business, make an offer to, solicit or induce or attempt to make an offer to, solicit or induce any person who is an employee, officer, agent, customer, supplier or other business relation of the Business to terminate, withdraw, curtail or cancel such relationship with any Buyer or the Business or to breach any agreement with any Buyer or the Business; provided, however, that publication of general solicitations not targeted [a] to an individual employee, sales representative, consultant or other agent of the Business or either Buyer or [b] solely to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute a violation of this Section 4(a)(ii); (iii) make any disparaging remarks about any Buyer or the Business or their officers, directors, affiliates or employees; (iv) solicit or accept any business that is competitive with the Business from any Active Customer or other business contact of the Business or advise any person or entity with respect to any such solicitation; and/or (v) engage in any practice the purpose of which is to evade the provisions of these foregoing covenants. (b) Each Restricted Party agrees that the covenants set forth in the subsections of Section 4 are each reasonable with respect to its duration, geographical area, and scope.
Appears in 1 contract
Noncompetition; Nonsolicitation. Each Restricted Party (a) As additional consideration for Buyer, and as a material inducement for Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, each controlling person of the Sellers agrees that it shall not, during the five-year period beginning on the Closing Date, in any manner, directly or Affiliate of Restricted Party) agrees as followsindirectly:
(ai) During Own, engage in, manage, operate, join, control or participate in the Noncompetition Periodownership, such management, operation or control of, or be connected as a stockholder, director, officer, employee, agent, partner, joint venturer, member, beneficiary or otherwise with, any person will which conducts Company Activities in the Protected Area; provided, however, that each Seller may own, directly or indirectly, securities of any entity traded on any national securities exchange or listed on any National Association of Securities Dealers Automated Quotation System if the Seller does not, directly or indirectly, individually own 5% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 5% or more of any class of equity securities, of such entity;
(ii) Solicit or attempt to solicit, any business from any customers of Buyer or the Company or any of their Affiliates for purposes of engaging in any capacityCompany Activities in any Protected Area;
(iii) Recruit or hire away or attempt to recruit or hire away, either individually, or as agent, principal, partner, member, manager, owner, trustee, beneficiary, co-venturer, distributor, consultant on its own behalf or on behalf of any other corporationperson, limited liability companyany employee of Buyer, partnershipthe Company or any of their Affiliates, proprietorship, firm, association or other business entity:
(i) participate in, provide assistance to, or have a financial or other interest in any Competitive Business; provided, however, that the ownership of less than a 2% interest in an entity whose securities are traded on a recognized stock exchange or traded in the over-the-counter market, even though that entity is a competitor of the Business, shall not be deemed in itself to be a breach of this Section 4(a)(i);
(ii) except on behalf of the Business, make an offer to, solicit or induce or attempt to make an offer to, solicit influence any such employee to terminate his or induce any person who is an employee, officer, agent, customer, supplier or other business relation of the Business to terminate, withdraw, curtail or cancel such relationship her employment with any Buyer or the Business or to breach any agreement with any Buyer or the Business; provided, however, that publication of general solicitations not targeted [a] to an individual employee, sales representative, consultant or other agent of the Business or either Buyer or [b] solely to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute a violation the Company or any of this Section 4(a)(ii);
(iii) make any disparaging remarks about any Buyer or the Business or their officers, directors, affiliates or employees;Affiliates; or
(iv) solicit Interfere with or accept otherwise attempt to affect Buyer’s or the Company’s relationship with any business that is competitive with vendor or customer of Buyer, the Business from Company or any Active Customer or other business contact of the Business or advise any person or entity with respect to any such solicitation; and/or
(v) engage in any practice the purpose of which is to evade the provisions of these foregoing covenantstheir Affiliates.
(b) Each Restricted Party Seller understands and acknowledges that the Company and Buyer have made substantial investments to develop their respective business interests and goodwill. Each Seller agrees that such investments are worthy of protection, and that the Company’s and Buyer’s need for the protection afforded by this Section 6.2 is greater than any hardship the Seller might experience by complying with its terms. Each Seller agrees that the covenants set forth limitations as to time, geographic area and scope of activity to be restrained contained in this Agreement are reasonable and are not greater than necessary to protect the Company Activities and/or the goodwill or other business interests of Buyer and the Company.
(c) Although Buyer and the Sellers believe the limitations as to time, geographic area and scope of activity contained in this Section 6.2 are reasonable and do not impose a greater restraint than necessary to protect the Company Activities, goodwill and other business interests of Buyer and the Company, if this is judicially determined not to be the case, Buyer and the Sellers specifically request that, notwithstanding Section 7.5, the limitations contained in this Section 6.2 be reformed to the extent necessary to make this Agreement enforceable. It is the express intent of Buyer and the Sellers that the terms of this Section 6.2 be enforced to the full extent permitted by law.
(d) Sellers acknowledge that Buyer would be irreparably damaged and would not have an adequate remedy at law for money damages in the subsections event that any of the covenants of Sellers in this Section 4 are each reasonable 6.2 were not performed in accordance with respect its terms or otherwise were materially breached. Sellers therefore agree that Buyer will be entitled to its durationan injunction or injunctions to prevent breaches of such performance and to specific enforcement of such covenants in addition to any other remedy to which it may be entitled, geographical area, and scopeat law or in equity.
Appears in 1 contract
Noncompetition; Nonsolicitation. Each Restricted Party (Participant acknowledges that during Participant’s Service, Participant will create and each controlling person or Affiliate have access to confidential information and to important business relationships. Accordingly, Participant represents, warrants and covenants to the Company and its Subsidiaries that, subject to the last sentence of Restricted Party) agrees as follows:
(a) During the Noncompetition Periodthis Section 8(c), such person Participant will not, directly or indirectly, in any capacity, either individually, or as agent, principal, partner, member, manager, owner, trustee, beneficiary, co-venturer, distributor, consultant on its own behalf or on behalf of any other corporation, limited liability company, partnership, proprietorship, firm, association or other business entity:
(i) participate induring the Restricted Period without the express prior written approval of the Board, provide assistance be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or have servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a financial business relationship with a Competing Business, (c) solicit, approach or other interest in induce any Competitive Business; provided, however, that the ownership of less than a 2% interest in an entity whose securities are traded on a recognized stock exchange Person who is then (or traded was at any time in the over-the-counter marketsix (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to the Company or its Subsidiaries, even though that entity is to terminate or diminish his or her or its relationship with the Company or its Subsidiaries or to be or become Associated With a competitor Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the Businessthings referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant shall not be deemed in itself to be a breach of have violated this Section 4(a)(i);
7(c) if Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Participant refrains from (iix) except on behalf of the Businessworking in or for any business unit, make an offer tosubsidiary or division which engages or is engaged, solicit directly or induce or attempt to make an offer toindirectly, solicit or induce in any person who is an employee, officer, agent, customer, supplier or other business relation element of the Business to terminate, withdraw, curtail and (y) directly or cancel such relationship with indirectly engaging in any Buyer or the Business or to breach any agreement with any Buyer or the Business; provided, however, that publication of general solicitations not targeted [a] to an individual employee, sales representative, consultant or other agent element of the Business other than for the Company or either Buyer or [b] solely to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute a violation of this Section 4(a)(ii);
(iii) make any disparaging remarks about any Buyer or the Business or their officers, directors, affiliates or employees;
(iv) solicit or accept any business that is competitive with the Business from any Active Customer or other business contact of the Business or advise any person or entity with respect to any such solicitation; and/or
(v) engage in any practice the purpose of which is to evade the provisions of these foregoing covenantsits Subsidiaries as an employee thereof.
(b) Each Restricted Party agrees that the covenants set forth in the subsections of Section 4 are each reasonable with respect to its duration, geographical area, and scope.
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (DoubleVerify Holdings, Inc.)
Noncompetition; Nonsolicitation. Each Restricted Party (and each controlling person or Affiliate of Restricted Party) agrees as follows:
(a) During As additional consideration for Buyer, and as a material inducement for Buyer to enter into this Agreement and to consummate the Noncompetition Periodtransactions contemplated hereby, such person will each of the Selling Stockholders agrees that he shall not, except as otherwise provided in the Employment Agreements, during the five-year period beginning on the Closing Date, in any manner except in the scope of his employment by the Company, directly or indirectly:
(i) Own, in any capacityengage in, either individuallymanage, operate, join, control, or participate in the ownership, management, operation, or control of, or be connected as a stockholder, director, officer, employee, agent, principal, partner, joint venturer, member, manager, owner, trustee, beneficiary, co-ventureror otherwise with, distributor, consultant on its own behalf or on behalf of any other corporation, limited liability company, partnership, sole proprietorship, firmassociation, association business, trust, or other business entity:
(i) participate inorganization, provide assistance to, entity or have a financial or other interest individual which conducts Company Activities in any Competitive Businessthe Protected Area; provided, however, that the ownership each Selling Stockholder may own, directly or indirectly, securities of less than a 2% interest in an any entity whose securities are traded on a recognized stock any national securities exchange or traded in listed on any National Association of Securities Dealers Automated Quotation System if the over-the-counter marketSelling Stockholder does not, even though that entity is a competitor directly or indirectly, individually own 5% or more of the Businessany class of equity securities, shall not be deemed in itself to be a breach or securities convertible into or exercisable or exchangeable for 5% or more of this Section 4(a)(i)any class of equity securities, of such entity;
(ii) except Solicit or attempt to solicit, any business from any customers of Buyer or the Company or any of their Affiliates for purposes of engaging in any Company Activities in any Protected Area;
(iii) Recruit or hire away or attempt to recruit or hire away, on his behalf or on behalf of any other organization, entity or person, any employee of Buyer, the BusinessCompany or any of their Affiliates, make an offer to, solicit or induce or attempt to make an offer to, solicit influence any such employee to terminate his or induce any person who is an employee, officer, agent, customer, supplier or other business relation of the Business to terminate, withdraw, curtail or cancel such relationship her employment with any Buyer or the Business or to breach any agreement with any Buyer or the Business; provided, however, that publication of general solicitations not targeted [a] to an individual employee, sales representative, consultant or other agent of the Business or either Buyer or [b] solely to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute a violation the Company or any of this Section 4(a)(ii);
(iii) make any disparaging remarks about any Buyer or the Business or their officers, directors, affiliates or employees;Affiliates; or
(iv) solicit Interfere with or accept otherwise attempt to affect Buyer's or the Company's relationship with any business that is competitive with vendor or customer of Buyer, the Business from Company or any Active Customer or other business contact of the Business or advise any person or entity with respect to any such solicitation; and/or
(v) engage in any practice the purpose of which is to evade the provisions of these foregoing covenantstheir Affiliates.
(b) Each Restricted Party Selling Stockholder understands and acknowledges that the Company and Buyer have made substantial investments to develop their respective business interests and goodwill. Each Selling Stockholder agrees that such investments are worthy of protection, and that the Company's and Buyer's need for the protection afforded by this Section 6.9 is greater than any hardship the Selling Stockholder might experience by complying with its terms. Each Selling Stockholder agrees that the covenants set forth in the subsections of Section 4 are each reasonable with respect limitations as to its durationtime, geographical geographic area, and scopescope of activity to be restrained contained in this Agreement are reasonable and are not greater than necessary to protect the Company Activities and/or the goodwill or other business interests of Buyer and the Company.
(c) Although Buyer and the Selling Stockholders believe the limitations as to time, geographic area, and scope of activity contained in this Section 6.9 are reasonable and do not impose a greater restraint than necessary to protect the Company Activities, goodwill, and other legitimate business interest of Buyer and the Company, if this is judicially determined not to be the case, Buyer and the Selling Stockholders specifically request that the limitations contained in this Section 6.9 be reformed to the extent necessary to make this Agreement enforceable. It is the express intent of Buyer and the Selling Stockholders that the terms of this Section 6.9 be enforced to the full extent permitted by law.
Appears in 1 contract
Noncompetition; Nonsolicitation. Each Restricted Party (and each controlling person or Affiliate of Restricted Party) agrees as follows:
(a) During As additional consideration for Buyer, and as a material inducement for Buyer to enter into this Agreement and to consummate the Noncompetition Periodtransactions contemplated hereby, such person will each of the Selling Stockholders agrees that he or she shall not, during the five- year period beginning on the Closing Date, in any manner except in the scope of his employment by the Company, directly or indirectly:
(i) Own, in any capacityengage in, either individuallymanage, operate, join, control, or participate in the ownership, management, operation, or control of, or be connected as a stockholder, director, officer, employee, agent, principal, partner, joint venturer, member, manager, owner, trustee, beneficiary, co-ventureror otherwise with, distributor, consultant on its own behalf or on behalf of any other corporation, limited liability company, partnership, sole proprietorship, firmassociation, association business, trust, or other business entity:
(i) participate inorganization, provide assistance to, entity or have a financial or other interest individual which conducts Company Activities in any Competitive Businessthe Protected Area; provided, however, that each Selling Stockholder may own, directly or indirectly, securities of any entity traded on any national securities exchange or listed on any National Association of Securities Dealers Automated Quotation System if the Selling Stockholder does not, directly or indirectly, individually own 1% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 5% or more of any class of equity securities, of such entity; provided further, however, that the ownership of less than a 2% interest in an entity whose securities are traded on a recognized stock exchange or traded in the over-the-counter market, even though that entity is a competitor and operation of the Businesssilk screening, embroidery and twill work business currently being done by Team Print, a sole proprietorship, by Ax Xxxxxxx shall not be deemed in itself to be a breach considered Company Activities for purposes of this Section 4(a)(i6.4(a)(i);
(ii) except Solicit or attempt to solicit, any business from any customers of Buyer or the Company or any of their Affiliates for purposes of engaging in any Company Activities in any Protected Area;
(iii) Recruit or hire away or attempt to recruit or hire away, on his behalf or on behalf of any other organization, entity or person, any employee of Buyer, the BusinessCompany or any of their Affiliates, make an offer to, solicit or induce or attempt to make an offer to, solicit influence any such employee to terminate his or induce any person who is an employee, officer, agent, customer, supplier or other business relation of the Business to terminate, withdraw, curtail or cancel such relationship her employment with any Buyer or the Business or to breach any agreement with any Buyer or the Business; provided, however, that publication of general solicitations not targeted [a] to an individual employee, sales representative, consultant or other agent of the Business or either Buyer or [b] solely to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute a violation the Company or any of this Section 4(a)(ii);
(iii) make any disparaging remarks about any Buyer or the Business or their officers, directors, affiliates or employees;Affiliates; or
(iv) solicit Interfere with or accept otherwise attempt to affect Buyer’s or the Company’s relationship with any business that is competitive with vendor or customer of Buyer, the Business from Company or any Active Customer or other business contact of the Business or advise any person or entity with respect to any such solicitation; and/or
(v) engage in any practice the purpose of which is to evade the provisions of these foregoing covenantstheir Affiliates.
(b) Each Restricted Party Selling Stockholder understands and acknowledges that the Company and Buyer have made substantial investments to develop their respective business interests and goodwill. Each Selling Stockholder agrees that such investments are worthy of protection, and that the Company’s and Buyer’s need for the protection afforded by this Section 6.4 is greater than any hardship the Selling Stockholder might experience by complying with its terms. Each Selling Stockholder agrees that the covenants set forth in the subsections of Section 4 are each reasonable with respect limitations as to its durationtime, geographical geographic area, and scopescope of activity to be restrained contained in this Agreement are reasonable and are not greater than necessary to protect the Company Activities and/or the goodwill or other business interests of Buyer and the Company.
(c) Although Buyer and the Selling Stockholders believe the limitations as to time, geographic area, and scope of activity contained in this Section 6.4 are reasonable and do not impose a greater restraint than necessary to protect the Company Activities, goodwill, and other legitimate business interest of Buyer and the Company, if this is judicially determined not to be the case, Buyer and the Selling Stockholders specifically request that, notwithstanding Section 8.6, the limitations contained in this Section 6.4 be reformed to the extent necessary to make this Agreement enforceable. It is the express intent of Buyer and the Selling Stockholders that the terms of this Section 6.4 be enforced to the full extent permitted by law.
Appears in 1 contract
Noncompetition; Nonsolicitation. Each Restricted Party (and each controlling person or Affiliate of Restricted Party) agrees as follows:
(a) During As additional consideration for Buyer, and as a material inducement for Buyer to enter into this Agreement and to consummate the Noncompetition Periodtransactions contemplated hereby, such person will each of the Seller Parties agrees that he or she shall not, except as otherwise provided in the Employment Agreements, during the five-year period beginning on the Closing Date, in any manner except in the scope of his employment by the Company, directly or indirectly:
(i) Own, in any capacityengage in, either individuallymanage, operate, join, control, or participate in the ownership, management, operation, or control of, or be connected as a stockholder, director, officer, employee, agent, principal, partner, joint venturer, member, manager, owner, trustee, beneficiary, co-ventureror otherwise with, distributor, consultant on its own behalf or on behalf of any other corporation, limited liability company, partnership, sole proprietorship, firmassociation, association business, trust, or other business entity:
(i) participate inorganization, provide assistance to, entity or have a financial or other interest individual which conducts Company Activities in any Competitive Businessthe Protected Area; provided, however, that the ownership each Seller Party may own, directly or indirectly, securities of less than a 2% interest in an any entity whose securities are traded on a recognized stock any national securities exchange or traded in listed on any National Association of Securities Dealers Automated Quotation System if the over-the-counter marketSeller Party does not, even though that entity is a competitor directly or indirectly, individually own 5% or more of the Businessany class of equity securities, shall not be deemed in itself to be a breach or securities convertible into or exercisable or exchangeable for 5% or more of this Section 4(a)(i)any class of equity securities, of such entity;
(ii) except Solicit or attempt to solicit, any business from any customers of Buyer or the Company or any of their Affiliates for purposes of engaging in any Company Activities in any Protected Area;
(iii) Recruit or hire away or attempt to recruit or hire away, on his behalf or on behalf of any other organization, entity or person, any employee of Buyer, the BusinessCompany or any of their Affiliates, make an offer to, solicit or induce or attempt to make an offer to, solicit influence any such employee to terminate his or induce any person who is an employee, officer, agent, customer, supplier or other business relation of the Business to terminate, withdraw, curtail or cancel such relationship her employment with any Buyer or the Business or to breach any agreement with any Buyer or the Business; provided, however, that publication of general solicitations not targeted [a] to an individual employee, sales representative, consultant or other agent of the Business or either Buyer or [b] solely to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute a violation the Company or any of this Section 4(a)(ii);
(iii) make any disparaging remarks about any Buyer or the Business or their officers, directors, affiliates or employees;Affiliates; or
(iv) solicit Interfere with or accept otherwise attempt to affect Buyer’s or the Company’s relationship with any business that is competitive with vendor or customer of Buyer, the Business from Company or any Active Customer or other business contact of the Business or advise any person or entity with respect to any such solicitation; and/or
(v) engage in any practice the purpose of which is to evade the provisions of these foregoing covenantstheir Affiliates.
(b) Each Restricted Seller Party understands and acknowledges that the Company and Buyer have made substantial investments to develop their respective business interests and goodwill. Each Seller Party agrees that such investments are worthy of protection, and that the Company’s and Buyer’s need for the protection afforded by this Section 6.6 is greater than any hardship the Seller Party might experience by complying with its terms. Each Seller Party agrees that the covenants set forth in the subsections of Section 4 are each reasonable with respect limitations as to its durationtime, geographical geographic area, and scopescope of activity to be restrained contained in this Agreement are reasonable and are not greater than necessary to protect the Company Activities and/or the goodwill or other business interests of Buyer and the Company.
(c) Although Buyer and the Seller Parties believe the limitations as to time, geographic area, and scope of activity contained in this Section 6.6 are reasonable and do not impose a greater restraint than necessary to protect the Company Activities, goodwill, and other legitimate business interest of Buyer and the Company, if this is judicially determined not to be the case, Buyer and the Seller Parties specifically request that the limitations contained in this Section 6.6 be reformed to the extent necessary to make this Agreement enforceable. It is the express intent of Buyer and the Seller Parties that the terms of this Section 6.6 be enforced to the full extent permitted by law.
Appears in 1 contract
Noncompetition; Nonsolicitation. Each Restricted Party (and each controlling person or Affiliate of Restricted Party) agrees as follows:
(a) During For a period of five (5) years commencing on the Noncompetition Closing Date (the “Restricted Period”), such person will Seller shall not, and shall cause each of its Affiliates not to, directly or indirectly, (i) engage in or assist others in engaging in any Restricted Business anywhere in the Territory; (ii) participate in any way in, or be associated in any way with or have any interest of any nature whatsoever (financial or otherwise) in any Person that engages directly or indirectly in, any Restricted Business anywhere in the Territory in any capacity, including, as a partner, shareholder, member, officer, director, manager, employee, principal, investor, advisor, lender, guarantor, agent, trustee, or consultant; (iii) call upon, solicit, divert, attempt to solicit or divert, or conduct or carry on any business with any of the current or potential customers of the Commercial Business for the benefit of any Restricted Business ; or (iv) interfere or attempt to interfere with any business relationship between the Commercial Business and any current or potential customer or supplier of the Commercial Business or any other Person with which the Buyer has a business relationship. Notwithstanding the foregoing, Seller and its Affiliates may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange that engages, directly or indirectly, in any capacity, either individuallyRestricted Business anywhere in the Territory if the Seller or such Affiliate is not a controlling Person of, or as agenta member of a group which controls, principalsuch Person and does not, partnerdirectly or indirectly, member, manager, owner, trustee, beneficiary, co-venturer, distributor, consultant on its own behalf 1% or on behalf more of any other corporationclass of securities of such Person. In addition, limited liability companynotwithstanding the foregoing, partnership, proprietorship, firm, association or other business entity:
(i) participate infor a period not to exceed 150 days following the Closing Date, provide assistance to, Seller may continue to sell or have a financial or other interest in any Competitive Businessdistribute the commercial flooring products listed on Schedule 6.03(a) pursuant to its Masland Energy mainstreet program through its residential sales force to customers whose primary business is residential sales; provided, however, that the ownership of less than a 2% interest in an entity whose securities are traded on a recognized stock exchange or traded in the over-the-counter market, even though that entity is a competitor of the Business, shall not be deemed in itself to be a breach of this Section 4(a)(i);
and (ii) except Seller may continue to sell or distribute indefinitely commercial flooring products that are not listed on behalf Schedule 6.03
(a) through any mainstreet program then existing utilizing its residential sales force to customers whose primary business is residential. Seller may also dispose of the Business, make an offer to, solicit Excluded Inventory as second quality or induce obsolete off goods through customary channels at discounted prices indefinitely until such goods have been completely sold or attempt to make an offer to, solicit or induce any person who is an employee, officer, agent, customer, supplier or other business relation of the Business to terminate, withdraw, curtail or cancel such relationship with any Buyer or the Business or to breach any agreement with any Buyer or the Business; provided, however, that publication of general solicitations not targeted [a] to an individual employee, sales representative, consultant or other agent of the Business or either Buyer or [b] solely to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute a violation of this Section 4(a)(ii);
(iii) make any disparaging remarks about any Buyer or the Business or their officers, directors, affiliates or employees;
(iv) solicit or accept any business that is competitive with the Business from any Active Customer or other business contact of the Business or advise any person or entity with respect to any such solicitation; and/or
(v) engage in any practice the purpose of which is to evade the provisions of these foregoing covenantsotherwise disposed.
(b) Each During the Restricted Party Period, Seller shall not, and shall cause each of its Affiliates not to, directly or indirectly, either for its own account or for the account of any DM3\7875356.18 other Person, solicit for employment or hire any employee of the Commercial Business or encourage, induce, solicit or endeavor to cause any such employee to leave such employment or hire any such employee who has left such employment; provided that nothing in this Section 6.03(b) shall prevent Seller or any of its Affiliates from soliciting or hiring any employee whose employment with the Commercial Business has been terminated more than one (1) year prior to the time of the solicitation or hiring of such employee by the Seller or its Affiliate.
(c) Seller acknowledges that a breach or threatened breach of this Section 6.03 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that the covenants set forth in the subsections event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post bond.
(d) Seller acknowledges that the restrictions contained in this Section 4 6.03 are each reasonable with respect and necessary to its durationprotect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.03 should ever be adjudicated to exceed the time, geographical areageographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and scopesuch covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Noncompetition; Nonsolicitation. Each Restricted Party (a) As additional consideration for Buyer, and as a material inducement for Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, each controlling person of the Sellers agrees that it shall not, during the five-year period beginning on the Closing Date, in any manner, directly or Affiliate of Restricted Party) agrees as followsindirectly:
(ai) During Own, engage in, manage, operate, join, control or participate in the Noncompetition Periodownership, such management, operation or control of, or be connected as a stockholder, director, officer, employee, agent, partner, joint venturer, member, beneficiary or otherwise with, any person will which conducts Company Activities in the Protected Area; provided, however, that each Seller may own, directly or indirectly, securities of any entity traded on any national securities exchange or listed on any National Association of Securities Dealers Automated Quotation System if the Seller does not, directly or indirectly, individually own 5% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 5% or more of any class of equity securities, of such entity;
(ii) Solicit or attempt to solicit, any business from any customers of Buyer or the Company or any of their Affiliates for purposes of engaging in any capacityCompany Activities in any Protected Area;
(iii) Recruit or hire away or attempt to recruit or hire away, either individually, or as agent, principal, partner, member, manager, owner, trustee, beneficiary, co-venturer, distributor, consultant on its own behalf or on behalf of any other corporationperson, limited liability companyany employee of Buyer, partnershipthe Company or any of their Affiliates, proprietorship, firm, association or other business entity:
(i) participate in, provide assistance to, or have a financial or other interest in any Competitive Business; provided, however, that the ownership of less than a 2% interest in an entity whose securities are traded on a recognized stock exchange or traded in the over-the-counter market, even though that entity is a competitor of the Business, shall not be deemed in itself to be a breach of this Section 4(a)(i);
(ii) except on behalf of the Business, make an offer to, solicit or induce or attempt to make an offer to, solicit influence any such employee to terminate his or induce any person who is an employee, officer, agent, customer, supplier or other business relation of the Business to terminate, withdraw, curtail or cancel such relationship her employment with any Buyer or the Business or to breach any agreement with any Buyer or the Business; provided, however, that publication of general solicitations not targeted [a] to an individual employee, sales representative, consultant or other agent of the Business or either Buyer or [b] solely to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute a violation the Company or any of this Section 4(a)(ii);
(iii) make any disparaging remarks about any Buyer or the Business or their officers, directors, affiliates or employees;Affiliates; or
(iv) solicit Interfere with or accept otherwise attempt to affect Buyer's or the Company's relationship with any business that is competitive with vendor or customer of Buyer, the Business from Company or any Active Customer or other business contact of the Business or advise any person or entity with respect to any such solicitation; and/or
(v) engage in any practice the purpose of which is to evade the provisions of these foregoing covenantstheir Affiliates.
(b) Each Restricted Party Seller understands and acknowledges that the Company and Buyer have made substantial investments to develop their respective business interests and goodwill. Each Seller agrees that such investments are worthy of protection, and that the Company's and Buyer's need for the protection afforded by this Section 6.2 is greater than any hardship the Seller might experience by complying with its terms. Each Seller agrees that the covenants set forth limitations as to time, geographic area and scope of activity to be restrained contained in this Agreement are reasonable and are not greater than necessary to protect the Company Activities and/or the goodwill or other business interests of Buyer and the Company.
(c) Although Buyer and the Sellers believe the limitations as to time, geographic area and scope of activity contained in this Section 6.2 are reasonable and do not impose a greater restraint than necessary to protect the Company Activities, goodwill and other business interests of Buyer and the Company, if this is judicially determined not to be the case, Buyer and the Sellers specifically request that, notwithstanding Section 7.5, the limitations contained in this Section 6.2 be reformed to the extent necessary to make this Agreement enforceable. It is the express intent of Buyer and the Sellers that the terms of this Section 6.2 be enforced to the full extent permitted by law.
(d) Sellers acknowledge that Buyer would be irreparably damaged and would not have an adequate remedy at law for money damages in the subsections event that any of the covenants of Sellers in this Section 4 are each reasonable 6.2 were not performed in accordance with respect its terms or otherwise were materially breached. Sellers therefore agree that Buyer will be entitled to its durationan injunction or injunctions to prevent breaches of such performance and to specific enforcement of such covenants in addition to any other remedy to which it may be entitled, geographical area, and scopeat law or in equity.
Appears in 1 contract
Noncompetition; Nonsolicitation. Each Restricted Party (and each controlling person or Affiliate of Restricted Party) agrees as follows:
(a) During For a period of five (5) years from the Noncompetition Closing Date (the “Restriction Period”), such person will not, each of the Sellers shall not directly or indirectly, in indirectly through another person (other than any capacity, either individually, or as agent, principal, partner, member, manager, owner, trustee, beneficiary, co-venturer, distributor, consultant on its own behalf or on behalf portfolio company of any other corporation, limited liability company, partnership, proprietorship, firm, association or other business entity:
Seller that is not controlled by such Seller) (i) participate in, provide assistance to, or have a financial or other interest in any Competitive Business; provided, however, that the ownership of less than a 2% interest in an entity whose securities are traded on a recognized stock exchange or traded in the over-the-counter market, even though that entity is a competitor of the Business, shall not be deemed in itself to be a breach of this Section 4(a)(i);
(ii) except on behalf of the Business, make an offer to, solicit or induce or attempt to make an offer toinduce any employee of the Purchaser or its Affiliates (including the Company) to leave the employ of the Purchaser or such Affiliate, solicit or induce in any way interfere with the relationship between the Purchaser or its Affiliates (including the Company) and any employee thereof, (ii) hire or employ any person who is or was an employee, officer, agent, customer, supplier or other business relation employee of the Business to terminatePurchaser or its Affiliates (including the Company), withdraw, curtail or cancel such relationship with any Buyer or the Business or to breach any agreement with any Buyer or the Business; provided, however, that publication of general solicitations not targeted [a] to an individual employee, sales representative, consultant or other agent of the Business or either Buyer or [b] solely to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute a violation of this Section 4(a)(ii);
(iii) make any disparaging remarks about any Buyer or the Business or their officerscall on, directors, affiliates or employees;
(iv) solicit or accept service any customer or other material business that is competitive relationship of the Purchaser or its Affiliates (including the Company), in each case, in the steel industry (other than, if applicable, in the performance of duties as an employee or consultant of the Purchaser or its Affiliates (including the Company), or in any way interfere with the Business from any Active Customer or other business contact of the Business or advise any person or entity with respect to relationship between any such solicitation; and/or
customer and the Purchaser or its Affiliates (vincluding the Company) engage in (including, without limitation, inducing such person to cease doing business with the Purchaser or its Affiliates (including the Company) or making any practice negative statements or communications about the purpose of which is to evade Purchaser or its Affiliates (including the provisions of these foregoing covenantsCompany).
(b) None of the Sellers shall make any disparaging statement, either orally or in writing, regarding the Purchaser, the Company, the Business, products, or services thereof, or any of their respective equityholders, directors, officers, employees, or agents.
(c) If, at the time of enforcement of this Section 5.03, a court shall hold that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions.
(d) Each Restricted Party of the Sellers recognizes and affirms that in the event of breach by it of any of the provisions of this Section 5.03, money damages would be inadequate and the Purchaser and its Affiliates (including the Company) would have no adequate remedy at law. Accordingly, each of the Sellers agrees that the covenants set forth Purchaser and its Affiliates (including the Company) shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and each of the subsections Sellers’ obligations under this Section 5.03 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 4 are each reasonable 5.03 (including, without limitation, the extension of the Restriction Period by a period equal to (i) the length of the violation of this Section 5.03 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by any of the Sellers of any of the provisions of this Section 5.03, the running of the Restriction Period (but not of such Sellers’ obligations under this Section 5.03) shall be tolled with respect to its duration, geographical area, and scopesuch Seller during the continuance of any actual breach or violation.
Appears in 1 contract
Noncompetition; Nonsolicitation. Each Restricted Party (Participant acknowledges that during Participant’s Service, Participant will create and each controlling person or Affiliate have access to confidential information and to important business relationships. Accordingly, Participant represents, warrants and covenants to the Company and its Subsidiaries that, subject to the last sentence of Restricted Party) agrees as follows:
(a) During the Noncompetition Periodthis Section 8(c), such person Participant will not, directly or indirectly, in any capacity, either individually, or as agent, principal, partner, member, manager, owner, trustee, beneficiary, co-venturer, distributor, consultant on its own behalf or on behalf of any other corporation, limited liability company, partnership, proprietorship, firm, association or other business entity:
(i) participate induring the Restricted Period without the express prior written approval of the Board, provide assistance be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or have servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a financial business relationship with a Competing Business, (c) solicit, approach or other interest in induce any Competitive Business; provided, however, that the ownership of less than a 2% interest in an entity whose securities are traded on a recognized stock exchange Person who is then (or traded was at any time in the over-the-counter marketsix (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to the Company or its Subsidiaries, even though that entity is to terminate or diminish his or her or its relationship with the Company or its Subsidiaries or to be or become Associated With a competitor Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the Businessthings referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant shall not be deemed in itself to be a breach of have violated this Section 4(a)(i);
8(c) if Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Participant refrains from (iix) except on behalf of the Businessworking in or for any business unit, make an offer tosubsidiary or division which engages or is engaged, solicit directly or induce or attempt to make an offer toindirectly, solicit or induce in any person who is an employee, officer, agent, customer, supplier or other business relation element of the Business to terminate, withdraw, curtail and (y) directly or cancel such relationship with indirectly engaging in any Buyer or the Business or to breach any agreement with any Buyer or the Business; provided, however, that publication of general solicitations not targeted [a] to an individual employee, sales representative, consultant or other agent element of the Business other than for the Company or either Buyer or [b] solely to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute a violation of this Section 4(a)(ii);
(iii) make any disparaging remarks about any Buyer or the Business or their officers, directors, affiliates or employees;
(iv) solicit or accept any business that is competitive with the Business from any Active Customer or other business contact of the Business or advise any person or entity with respect to any such solicitation; and/or
(v) engage in any practice the purpose of which is to evade the provisions of these foregoing covenantsits Subsidiaries as an employee thereof.
(b) Each Restricted Party agrees that the covenants set forth in the subsections of Section 4 are each reasonable with respect to its duration, geographical area, and scope.
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (DoubleVerify Holdings, Inc.)
Noncompetition; Nonsolicitation. Each Restricted Party (and each controlling person or Affiliate of Restricted Party) agrees as follows:
(a) During For a period of five (5) years commencing on the Noncompetition Closing Date (the “Restricted Period”), except for the benefit of the Buyer and its Affiliates while Kxxxxxx is an employee of the Buyer or its Affiliates, and except as specifically set forth in Section 6.6(b) below, no Seller shall, and shall not permit any of its respective Affiliates to, directly or indirectly: (i) engage in, or assist any other Person to engage in, the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any Client, material supplier, material service provider, or material licensor of the Business, to terminate or modify any such relationship to the detriment of the Purchased Assets or the Business. For purposes of this Section 6.6, the term “Client” means any Person: (i) who has purchased, or who has contracted with the Agency to purchase, Restricted Business during the twelve (12) month period prior to the date of this Agreement, or who purchases, or who contracts with the Buyer or its Affiliates to purchase, Restricted Business at any time during the Restricted Period, and (ii) if such person will purchase or contract for purchase occurs during the Restricted Period, to whom Kxxxxxx provided Restricted Business on behalf of the Buyer or its Affiliates, or regarding whom Kxxxxxx obtained confidential information during the Restricted Period as a direct result of Kxxxxxx’x employment with the Buyer or its Affiliates. Notwithstanding the foregoing, any Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, in any capacity, either individually, or as agent, principal, partner, member, manager, owner, trustee, beneficiary, co-venturer, distributor, consultant on its own behalf or on behalf more than two percent (2%) of any other corporation, limited liability company, partnership, proprietorship, firm, association or other business entity:
(i) participate in, provide assistance to, or have a financial or other interest in any Competitive Business; provided, however, that the ownership class of less than a 2% interest in an entity whose securities are traded on a recognized stock exchange or traded in the over-the-counter market, even though that entity is a competitor of the Business, shall not be deemed in itself to be a breach of this Section 4(a)(i);
(ii) except on behalf of the Business, make an offer to, solicit or induce or attempt to make an offer to, solicit or induce any person who is an employee, officer, agent, customer, supplier or other business relation of the Business to terminate, withdraw, curtail or cancel such relationship with any Buyer or the Business or to breach any agreement with any Buyer or the Business; provided, however, that publication of general solicitations not targeted [a] to an individual employee, sales representative, consultant or other agent of the Business or either Buyer or [b] solely to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute a violation of this Section 4(a)(ii);
(iii) make any disparaging remarks about any Buyer or the Business or their officers, directors, affiliates or employees;
(iv) solicit or accept any business that is competitive with the Business from any Active Customer or other business contact of the Business or advise any person or entity with respect to any such solicitation; and/or
(v) engage in any practice the purpose of which is to evade the provisions of these foregoing covenantsPerson.
(b) Each Restricted Party agrees that the covenants set forth in the subsections of Section 4 are each reasonable with respect to its duration, geographical area, and scope.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ladenburg Thalmann Financial Services Inc.)
Noncompetition; Nonsolicitation. Each Conditioned upon the Closing and consummation of the transactions contemplated by this Agreement, for a period of five (5) years from the Closing Date (the “Restricted Party Period”), Dohmxx xxxll not, and shall cause its Affiliates (and each controlling person or of Dohmxx xxx each Affiliate of Dohmxx xxxlowing the Closing Date, a “Restricted Party”) agrees not to (whether as follows:
(a) During the Noncompetition Periodprincipal, such person will notagent, independent contractor, employee, consultant, representative, investor, manager, security holder, partner or otherwise), directly or indirectly, in do any capacity, either individually, or as agent, principal, partner, member, manager, owner, trustee, beneficiary, co-venturer, distributor, consultant on its own behalf or on behalf of any other corporation, limited liability company, partnership, proprietorship, firm, association or other business entitythe following:
(i) own, manage, operate, control, participate in, provide assistance in or otherwise carry on or engage in a business competitive with the Business in the provision of pharmacy benefit management services to, on behalf of or have a financial for the benefit of any self-insured employer plan or program, managed healthcare program or plan (including HMO, PPO and other managed healthcare plans), workers’ compensation administrator, third-party administrator, discount card company, insurance company, Medicaid, Medicare, 340B or other interest healthcare plan or program of any Governmental Authority, exchange, cooperative or union or trust plan or program (whether or not (A) the Person described in this Section 4.8(a)(i) is a customer of RESTAT as of the Closing or (B) RESTAT made a formal, written presentation to it prior to the Closing) anywhere in the United States or any Competitive Business; provided, however, of its territories (it being understood by the Parties that the ownership Business is not limited to any particular region of less than a 2% interest the United States or any of its territories and that the Business may be engaged in an entity whose securities are traded on a recognized stock exchange or traded effectively from any location in the over-the-counter market, even though that entity is a competitor United States or any of the Business, shall not be deemed in itself to be a breach of this Section 4(a)(iits territories);
(ii) except on behalf of the Businesssolicit, make an offer todivert, solicit or induce or attempt to make an offer to, solicit or induce any person Person who is then, or during the 90-day period prior to the Closing Date was, an employee, officer, agent, customer, supplier consultant or other business relation independent contractor of the Business to terminate, withdraw, curtail or cancel such relationship with any Buyer RESTAT or the Business (other than the employees listed on Schedule 4.8) to terminate his or to breach any agreement her employment, agency, consulting or independent contractor relationship with any Buyer RESTAT or the Business; provided, however, that publication of general solicitations not targeted [a] to or hire any such Person as an individual employee, sales representative, consultant or other agent of the Business independent contractor, unless such Person (A) has been terminated from employment by RESTAT or either Buyer or [b] solely (B) has resigned employment with RESTAT at least nine (9) months prior to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute solicitation by a violation of this Section 4(a)(ii)Restricted Party;
(iii) make intentionally take any disparaging remarks about action to cause any Buyer or the Business or their officers, directors, affiliates or employees;
(iv) solicit or accept any business that Person who is competitive with the Business from any Active Customer or other business contact a customer of RESTAT as of the Business Closing to (A) terminate or advise any person cancel such Person’s customer relationship with RESTAT or entity (B) change the material terms of such Person’s customer relationship with respect to any such solicitation; and/or
(v) engage in any practice the purpose of which is to evade the provisions of these foregoing covenants.
(b) Each Restricted Party agrees that the covenants set forth in the subsections of Section 4 are each reasonable with respect to its duration, geographical area, and scope.RESTAT in
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Catamaran Corp)
