Nondisclosure; Noncompetition. (a) The Executive agrees not to use or disclose, either while in the Company's employ or at any time thereafter, except with the prior written consent of the Board of Directors, any trade secrets, proprietary information, or other information that the Company considers confidential relating to processes, suppliers (including but not limited to a list or lists of suppliers), customers (including but not limited to a list or lists of customers), compositions, improvements, inventions, operations, processing, marketing, distributing, selling, cost and pricing data, or master files utilized by the Company, not presently generally known to the public, and which is, obtained or acquired by the Executive while in the employ of the Company.
(b) During his employment and for a period of two years thereafter, the Executive shall not, directly or indirectly; (i) in any manner, engage in any business which competes with any business conducted by the Company (including any subsidiary) and will not directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with any corporation, firm or business that is so engaged (provided, however, that nothing herein shall prohibit the Executive from owning not more than three percent (3%) of the outstanding stock of any publicly held corporation), (ii) persuade or attempt to persuade any employee of the Company to leave the employ of the Company or to become employed by any other entity, or (iii) persuade or attempt to persuade any current client or former client with leaving, or to reduce the amount of business it does or intends or anticipates doing with the Company.
(c) During his employment with the Company, and for two years thereafter, the Executive shall not take any action which might divert from the Company any opportunity learned about by him during his employment with the Company (including without limitation during the Employment Term) which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company.
(d) In the event that this Agreement shall be terminated, then notwithstanding such termination, the obligations of the Executive pursuant to this Section 8 of this Agreement shall survive such termination.
Nondisclosure; Noncompetition. (a) Seller and PictureTel agree not to use or disclose at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information or other information that Buyer considers confidential relating to designs, suppliers, inventions, operations, marketing, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing or by Buyer or any of its affiliates (the "Buyer Group"), or the skills, abilities and compensation of the Buyer Group's employees, and all other similar information material to the conduct of the Buyer Group's business, which is not presently generally known to the public; PROVIDED, HOWEVER, that this provision shall not preclude Seller or PictureTel from (i) the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Seller or PictureTel will give Buyer three business days' written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith.
(b) For a period of three years from the Closing Date, Seller, PictureTel and their affiliates (the "PictureTel Group") shall not, without the written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, directly or indirectly: (i) own, manage, operate, control, invest in so that a more than 10% interest is acquired, whether as an officer, director, employee, partner, investor, consultant, lender or otherwise, any business entity which is engaged in, or is in any way related to or competitive with, the business currently conducted by Seller; or (ii) on the PictureTel Group's behalf or on behalf of anyone else engaged in any such line of business (1) persuade or attempt to persuade any employee of any member of the Buyer Group or any individual who was an employee of any member of the Buyer Group during the one year prior to th...
Nondisclosure; Noncompetition. (a) From and after the Closing Date, Seller shall not use, divulge, furnish or make accessible to anyone any proprietary, material non-public, confidential or secret information to the extent relating to the Business (including, without limitation, customer lists, supplier lists and pricing and marketing arrangements with customers or suppliers), and Seller shall cooperate reasonably with Purchaser in preserving such proprietary, confidential or secret aspects of the Business.
(b) For a period of four years after the Closing Date, Seller will not, and will cause Xxxxxxx & Xxxxxx Corporation and each of its wholly-owned Subsidiaries not to, directly or indirectly, through any division, Subsidiary or otherwise, alone or in association with any other Person in any form or manner, (i) engage in any business activity which competes with the Business as currently conducted by Seller as of the Closing or (ii) own stock or otherwise have an equity interest in or be affiliated with any Person or entity engaged in any Business activity which is competitive with the Business (except as a stockholder holding less than 5% of the stock of a publicly held corporation); provided, however, that the foregoing shall not apply to any of the following: (x) in the event of an acquisition by Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries of an entity 35% or less of the assets or revenues of which are attributable to a business activity which competes with the Business so long as the competitive business which is a part of such entity has less then 10% of the market share of the North America air restraint fabric business, (y) in the event of an acquisition by Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries which exceeds the limitations of subsection (x) of this SECTION 7.3(B), provided that Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries, as the case may be, subsequently sells such portion of the acquired entity attributable to the competing business which exceeds the limitations of subsection (x) of this SECTION 7.3(B) within two years from the date of acquisition thereof and notifies Purchaser of such acquisition and intent to sell promptly following the closing of the acquisition and allows Purchaser to participate in any bidding process established for such sale, it being understood that Seller or Xxxxxxx & Xxxxxx Corporation or any of their re...
Nondisclosure; Noncompetition. (a) Sellers agree not to use or disclose at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information, or other information that the Company or Buyer consider confidential with respect to the oral care products business, including without limitation information relating to formulas, designs, processes, suppliers, machines, compositions, improvements, inventions, operations, manufacturing, processing, marketing, distributing, selling, cost and pricing data, master files or customer lists utilized by the Company or by Buyer or any of their respective subsidiaries or affiliates (collectively, including the Company, the "Buyer Group"), or the skills, abilities and compensation of the Buyer Group's employees, and all other similar information material to the conduct of the Buyer Group's business, which is not presently generally known to the public and which is or was obtained or acquired by such Seller while in the employ of, or while a stockholder of, the Company; provided, however, that this provision shall not preclude such Seller from (i) the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order the undersigned will give the Company three business days' written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith.
(b) For a period of four years from the Closing Date, Sellers shall not, within the United States, Mexico or Canada, without the written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, directly or indirectly: (i) own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor, consultant, lender or otherwise, any business entity which is engaged in, or is in any...
Nondisclosure; Noncompetition. (a) The Executive agrees not to use or disclose, either while in the Company's employ or at any time thereafter, except with the prior written consent of the Board, any trade secrets, proprietary information, or other information that the Company considers confidential relating to processes, customers (including but not limited to a list or lists of customers), compositions, improvements, inventions, operations, processing, marketing and pricing data, or master files utilized by the Company, not presently generally known to the public, and which is, obtained or acquired by the Executive while in the employ of the Company.
(b) During his employment and for a period of two years thereafter, the Executive shall not, directly or indirectly; (i) persuade or attempt to persuade any employee of the Company to leave the employ of the Company or to become employed by any other entity, or (ii) persuade or attempt to persuade any current client or former client with leaving, or to reduce the amount of business it does or intends or anticipates doing with the Company.
(c) During his employment with the Company, and for two years thereafter, the Executive shall not take any action which might divert from the Company any opportunity learned about by him during his employment with the Company which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company.
(d) In the event that this Agreement shall be terminated, then notwithstanding such termination, the obligations of the Executive pursuant to this Section 8 of this Agreement shall survive such termination, but in the case of paragraph (b) of this Section the period shall be reduced to one year.
Nondisclosure; Noncompetition. 30 8.08 Indemnification.................................................31 8.09
Nondisclosure; Noncompetition. (a) From and after the Closing Date, Seller shall not use, divulge, furnish or make accessible to anyone other than its stockholders, accountants, attorneys, advisers and Purchaser any proprietary, material non-public, confidential or secret information to the extent relating to the Company (including, without limitation, customer lists, supplier lists and pricing and marketing arrangements with customers or suppliers), and Seller shall cooperate reasonably with Purchaser in preserving such proprietary, confidential or secret aspects of the Company.
(b) For a period of five (5) years after the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly, manufacture or sell in North America or Puerto Rico any products manufactured or sold by the Company as of the Closing, or own stock or otherwise have an equity interest in any person or entity engaged in such business (except as a stockholder holding less than 5% of the stock of a publicly held corporation). Seller shall not, for a period of two (2) years from the Closing Date, solicit for hire any Employees that are employees of the Company immediately following the Closing without the prior written consent of Purchaser. Purchaser shall not, for a period of two (2) years from the Closing Date, solicit for hire any employees of Seller or Beech-Nut as of the Closing Date without the prior written consent of Seller. For the avoidance of doubt, general solicitations of employment published in a journal, newspaper or other publication of general circulation or listed on
Nondisclosure; Noncompetition. 76 8.17 PVC Contract................................................................................. 78 8.18 Stockholders Agreement....................................................................... 78 8.19
Nondisclosure; Noncompetition. Section 6.5. Efforts . . . . . . . . . . . . . . . . . . 13 Section 6.6. Tax Sharing Agreements and Arrangements . . 13 Section 6.7.
Nondisclosure; Noncompetition. (a) From and after the Closing Date, Sellers shall not use, divulge, furnish or make accessible to anyone any proprietary, material nonpublic, confidential or secret information to the extent relating to the Company or CMC (including, without limitation, customer lists, supplier lists and pricing and marketing arrangements with customers or suppliers), and Sellers shall cooperate reasonably with Purchaser in preserving such proprietary, confidential or secret aspects of the Company or CMC.
(b) For a period of three years after the Closing Date, Sellers will not, and will cause each of their Affiliates not to, directly or indirectly, manufacture or sell in North America any automotive upholstery fabrics of the general type manufactured or sold by the Company or CMC as of the Closing, or own stock or otherwise have an equity interest in or be affiliated with any Person or entity engaged in such business in North America (except as a stockholder holding less than 5% of the stock of a publicly held corporation or less than 5% of the stock of a private company if the investment is completely passive). None of the Sellers will, for a period of two years from the Closing Date, solicit for hire any employees of the Company or CMC without the prior written consent of Purchaser, except for any such employees that are also employees of any of the Sellers or their Affiliates on the Closing Date. Sellers agree that a violation of this Section 6.4 will cause irreparable injury to Purchaser, and Purchaser will be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining Sellers from doing or continuing to do any such violation and any other violations or threatened violations of this Section 6.4.
(c) Sellers acknowledge and agree that the covenants set forth in this Section 6.4 are reasonable and valid in scope and in all other respects. If any of such covenants is found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (i) the remaining terms and provisions hereof shall be unimpaired and (ii) the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. In the event that, notwithstanding the first sentence of this Section 6.4(c), any of the provisions of this Section 6.4 relating to scope of t...
