Obligation Not to Compete. The Company shall refrain from selling the Product in the Territory and shall not grant nor appoint any other person or entity as Distributor of the Product in the Territory. The Distributor shall not manufacture, sell or distribute any interferon or other products which compete with the Product. The Distributor may, however, continue its business activities with respect to such products as it sells or distributes on the date of signing this agreement as reflected in Exhibit E. The Distributor may nominate a Sub-Distributor upon submission of a request for approval and a copy of the draft Sub-Distributor Agreement which shall be submitted to the Company for its approval. No Sub-Distributor agreement shall be valid without the written approval of the Company. From the date of this agreement, Distributor shall not distribute, directly or indirectly, any products containing the same active ingredients as the Product. The Distributor hereby warrants that it shall not seek customers for the Product outside the Territory, sell the Product outside the Territory, or establish any branch or maintain any distribution depot outside the Territory. The Sub-Distributor Agreement shall require the Sub-Distributor to so warrant and the Distributor shall be accountable to the Company for enforcing this provision. The Distributor shall not have the right to produce the active ingredient of the Product.
Obligation Not to Compete. Employee hereby agrees that while he is employed by Company (the "Restricted Period"), Employee shall within the territory of the United States not engage in or provide services to any business that is competitive with or detrimental to any present or contemplated business of Company known to Employee. Employee also agrees that, during the Restricted Period, he shall not in any manner attempt to induce or assist others to attempt to induce any customer or client of Company to terminate his association with Company, nor do anything directly or indirectly to interfere with the relationship between Company and any such persons or concerns in the territory of the United States. Each of the following activities shall, without limitation, be deemed to constitute engaging in business within the meaning of Section 3 and 4: to engage in, work with, have an interest or concern in, advise, lend money to, guarantee the debts or obligations of, or permit one's name or any party thereof to be used in connection with, an enterprise of endeavor, either individually, in partnership or in conjunction with any person or persons, firms, associations, companies or corporations, whether as a principal, agent, shareholder, employee, officer, director, partner, consultant or in any other manner whatsoever; provided, however, that Employee shall retain the right to invest in or have an interest in entities traded on any public market or offered by any national brokerage house, provided that said interest does not exceed ten percent (10%) of the voting control of said entity. In addition, Employee may make passive investments in privately held entities that are determined by the Board of Directors of Company not to be competitors of Company. Company may elect to extend the term of this non-competition clause for a maximum period of six months following the termination according to Section 8.1. (b) and 8.1.
Obligation Not to Compete. Employee acknowledges the highly confidential nature of information regarding the Company's businesses, customers, suppliers, employees, agents, independent contractors and consultants. Employee hereby agrees that (a) while he is employed by the Company or is receiving pay pursuant to Section 6.1 of this Agreement and (b) during the one (1) year period following his termination of employment with the Company pursuant to Section 6.1 (b) or (d) (the "Restricted Period"), Employee shall not engage in, assist others in engaging in or provide services to any organization, proprietorship or entity that engages in or proposes to engage in any business in which the Company or its affiliates is actively engaged or is actively considering engagement at the time of termination of Employee's employment. Examples of specific businesses currently considered to be competitive include, but are not limited to, any organization or subsidiary, affiliate or group within such organization, that is directed or targeted to a primarily female demographic, including but not limited to, Oxygen Media, Hearst Inc. or any woman's portal or other similar organizations, whether currently existing or as may be formed after execution of this Agreement and regardless of the medium of distribution ("Competitive Business"); provided, however, that in the event of Employee's termination of employment pursuant to Sections 6.1(a) and (d) only, the term "Competitive Business" shall only apply to Oxygen Media or Xxxxx.xxx Networks. Employee also agrees that, during the Restricted Period, he shall not in any manner directly or indirectly, solicit, or encourage any customer, distributor, supplier, employee, agent, independent contractor, consultant or any other person or company to terminate or alter its relationship with the Company or its affiliates. Each of the following activities shall, without limitation, be deemed to violate the provisions of this Section 5: to engage in, work with, have an interest or concern in, advise, lend money to, guarantee the debts or obligations of, or permit one's name or any part thereof to be used in connection with, an enterprise or endeavor, either individually, in partnership, or in conjunction with any person or persons, firms, associations, companies, or corporations, whether as a principal, agent, shareholder, employee, officer, director, partner, consultant or in any other manner whatsoever, which engages in a Competitive Business; provided, however, that ...
Obligation Not to Compete. 2.1 The term “Restricted Period” means the period beginning on the date of this Agreement and ending on the later of (i) the fifth anniversary of the date of this Agreement, or (ii) two years after the termination of his employment or retention by the Company or Executive for any reason or for no reason and whether or not for cause.
Obligation Not to Compete. Subject to the occurrence of the acquisition of the Shares and the Additional Shares, each of the Promising Sellers and Mx. Xxxx Xxxxxx Chijner hereby agree, for a term of 3 years from the Closing Date, that none of them, including the spouse and daughters of Mx. Xxxxxx in this obligation (with respect to the latter, as a third parties’ promise upon the terms of Article 1450 of the Civil Code), acting directly or indirectly, by themselves or through a third party, shall:
(a) perform individually or jointly with other Persons, an activity in Chile, Mexico, or Peru, which competes with the Line of Business of any of the Companies (a “Competing Business”), which for clarity purposes includes the provision of outsourced management services to any Person who competes with the Line of Business of such Companies, the use of know-how, trade secrets or other information directly related to the Line of Business, and directly or indirectly cause (or help any Person to cause) any client or supplier relevant for the performance of the Line of Business to infringe the contractual duties contracted with any of the Companies and/or the termination of an agreement relating it to any of the Companies; or
(b) keep or acquire, individually or jointly with other Persons, directly or indirectly, an interest exceeding 10% in the capital stock of no company which performs a Competing Business. The Promising Sellers and Mx. Xxxx Xxxxxx Chijner declared that they expressly acknowledge that the negative covenants contained in this Article Nine, item 1, are necessary to protect and keep the ownership interests and other legitimate interests of the Promising Purchaser and its Related Parties, and that any breach of any of them could result in an irreparable loss for the Promising Purchaser and its Related Persons that could not be compensated in monetary terms, and, therefore, the Promising Purchaser and its Related Persons shall be entitled to seek from any competent court a temporary, preliminary or permanent cautionary measure, and an indemnification for losses, which rights shall be cumulative and additional to any other right or remedy to which they may be entitled. The Promising Sellers and Mx. Xxxx Xxxxxx Chijner agree that both themselves and their Related Persons shall declare and acknowledge that the Promising Purchaser or its Related Persons and its successors or assignees, shall be irreparably damaged by a breach of this Article Nine, item 1, and that they shall not oppose...
Obligation Not to Compete. (a) The Sponsor covenants and agrees not to compete directly or indirectly, and shall cause its Subsidiaries and Affiliates and the directors and officers of the Sponsor and such Subsidiaries and Affiliates, not to compete directly or indirectly, with the business of the Company, and covenants and agrees that, except as provided in Section 10.2(a), the Company shall be the sole vehicle for all investments of the Algar Group and its shareholders in the Telecommunications and Information Technology Sector and therefore agrees to and shall cause its Subsidiaries and Affiliates, and the directors and officers of the Sponsor and such Subsidiaries and Affiliates, to channel through the Company all present and contemplated business, Business Opportunities, commercial activities and operations of the Algar Group in the Telecommunications and Information Technology Sector; and in furtherance of its covenant under this Section 10.1(a), and not in limitation thereof, the Sponsor covenants and agrees to Willxxxx xxxt it shall not, and shall cause its Subsidiaries and Affiliates not to, directly and/or indirectly, (i) form any other company; or (ii) otherwise subscribe for and/or purchase any share of any company; or (iii) acquire any quasi-equity interest, or otherwise participate in any company which is actually engaged or proposes to be engaged in the Telecommunications and Information Technology Sector, unless any new company referred to in (i) above is designed to be a Subsidiary of the Company or of any company of the Company Group.
(b) Moreover, and without limitation of Section 10.1(a), for the purposes of this Section, the Sponsor or any of its Subsidiaries or Affiliates shall be considered as competing with the business of the Company if:
(i) the Sponsor or such Subsidiary or Affiliate is retained by any company engaged in the Telecommunications and Information Technology Sector as a provider of managerial, technical and/or consulting services (in this latter case including, but not limited to, specialized services), whether evidenced in written agreements or otherwise, on a full or part time basis; or
(ii) the Sponsor or such Subsidiary or Affiliate agrees to be a party to any enterprise, venture or special purpose company carrying on or proposing to carry on specific telecommunications project in any capacity, including, but not limited to, in the capacity of beneficial owner of such enterprise, venture or special purpose company; or
(iii) the Sponsor or an...
Obligation Not to Compete. In the grant of options referred to in article 11.5 hereof by PHOENIX, the Employee covenants and agrees that he or she shall not at any time within the period of one (1) year following the termination of his or her employment hereunder, on his or her own behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, alone, through or in connection with any person, compete or be employed by a business which competes with the Business anywhere within Canada, the United States of America, the European Common Market or Switzerland.
Obligation Not to Compete. Employee hereby agrees that while he is employed by Company (the "Restricted Period"), Employee shall within the territory of the United States not engage in or provide services to any business that is competitive with or detrimental to any present or contemplated business of Company known to Employee. Employee also agrees that, during the Restricted Period, he shall not in any manner attempt to induce or assist others to attempt to induce any customer or client of Company to terminate his association with Company, nor do anything directly or indirectly to interfere with the relationship between Company and any such persons or concerns in the territory of the United States. Each of the following activities shall, without limitation, be 2 Page 2 Employment Agreement Michxxx X. XxXxxxxx
Obligation Not to Compete. During the period beginning on the date of this Agreement and ending 12 months after the termination of his employment for any reason or for no reason and whether or not for cause or for good reason, except on behalf of the Company, Executive will not anywhere directly or indirectly (whether through his employer, family members or other affiliated parties or otherwise) be employed or retained by, provide financing for, or solicit, contract or offer to provide or sell or purchase or otherwise deal in or with any product or service that is competitive with the Company’s products or services or planned products or services.
Obligation Not to Compete
