Period and Conduct. (a) During the period commencing on the date of this Agreement and ending on the date that is the ten (10) year anniversary of said commencement (the "Term"), the Individual shall not, directly, indirectly, for his own account or for that of any other person or company and whether as a shareholder, partner or investor in any person or company or as principal, agent, representative, consultant, proprietor or in any other capacity:
(i) canvas, solicit or accept orders or business of any kind relating to marketing, sale or distribution of any products of the Business sold by The Zeller Corpxxxxxxn prior to the date hereof or any other business activity that is the same as the Business (each, a "Competitive Activity"), or
(ii) enter or engage in any business engaged in a Competitive Activity. Notwithstanding the foregoing, nothing in this Agreement shall restrict the Individual from making and retaining investments in not more than one percent of the equity of any entity engaged in a Competitive Activity, if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(b) During the Term, the Individual shall not, directly or indirectly, for his own account or for that of any other person or company and whether as a shareholder, partner or investor in any person or company or as principal, agent, representative, consultant, proprietor or in any other capacity:
(i) request or advise any individual or company that is a customer of the Company ("Customer") to withdraw, curtail or cancel any such Customer's business with the Company; or
(ii) induce, directly or indirectly, any Customer or vendor of the Company, or any third party, to patronize or create any business engaging in a Competitive Activity.
(c) During the Term, the Individual shall refrain from making any statements to any person or organization, including, but not limited to, members of the press and media, and other members of the public, which would disparage the Company, its officers, directors or affiliates.
Period and Conduct. Seller understands and acknowledges that the Buyer would not have entered into this Agreement absent the provisions of this Section 7.5 and in consideration for the payments set out in Section 3.1 hereof, therefore, agrees that (i) for a period of ten (10) years commencing on the Closing Date, it will not, and will cause its affiliates not to, directly or indirectly, engage or participate in, whether for their own account or for that or any other entity or be connected as a partner, investor, stockholder, creditor, guarantor, advisor, consultant or any other capacity in any commercial activity which competes with the Business or license, authorize or otherwise grant a right to any third party to engage in any commercial activity which competes with the Business; provided that both Buyer and Seller may produce and sell products containing encapsulated fragrance coated on the surface of a sheet material ("Coated Sheet Products") for delivery of fragrances for applications other than those applications set forth in clauses (a)-(e) in the definition of the Business, which Coated Sheet Products are (i) not for advertising or promotion of a product or service or (ii) scratch and sniff stickers.
Period and Conduct. As further consideration for the purchase and ------------------ sale of the Acquired Assets and the transactions contemplated by this Agreement, during the period commencing on the Closing Date through and until the date five (5) years following the Closing Date, CTI, Buffton and their Affiliates (as defined in Section 10.11) shall not, directly or indirectly: -------------
(i) in the Prescribed Territory (as defined in Section 6.6(c)), -------------- compete with Buyer in the manufacture, production, design, engineering, importation, purchase, marketing, sale, distribution, research or development of any power quality or power protection products the same as, similar to, or having a similar purpose or use to those products manufactured, produced, designed, imported, purchased, marketed, sold, distributed or developed (or being developed) by CTI prior to the Closing or by Buyer after the Closing (collectively, the "Products"); --------
(ii) in the Prescribed Territory, solicit, or accept orders or business of any kind relating to the manufacture, production, design, engineering, importation, purchase, marketing, sale, distribution, research or development of any Products from any customer or active prospect of Buyer, or any former customer of CTI; or
(iii) use, or incorporate or otherwise create any business organization utilizing, any name which is confusingly similar to the words "Current Technology" or, in the electric and electronic markets, any name which uses the word "Current."
Period and Conduct. During the period commencing on the date hereof and ending at the end of the Severance Period, Executive shall not:
(a) engage, without the prior written consent of the Company, in any Competitive Activity; or
(b) solicit any employee of the Company to terminate his or her employment with the Company. Except as provided in this Section 6.1, Executive shall not be subject to any obligation, express or implied, not to compete with the Company or its affiliates.
Period and Conduct. As further consideration for the purchase and sale of the Acquired Assets and the transactions contemplated by this Agreement, during the period commencing on the Closing Date, and ending on the date which is five years thereafter, no Seller shall:
(i) compete with Buyer in the manufacture, production, design, engineering, importation, purchase, marketing, sale, distribution, installation, research or development of any Products;
(ii) solicit, or accept orders or business of any kind relating to the manufacture, production, design, engineering, importation, purchase, marketing, sale, distribution, installation, research or development of any Products from any customer or active prospect of Buyer, or any former customer of any Company;
(iii) solicit any employee of Buyer or former employee of any Company to terminate his or her employment with Buyer; or
(iv) use, or incorporate or otherwise create any business organization utilizing any name which uses any words contained in any Company's corporate name or name under which any Company conducted business prior to the Closing ("Corporate Names") or which are confusingly similar to such words.
Period and Conduct. As further consideration for the purchase and sale of the Purchased Assets and the XCEL Japan Shares (including the goodwill of the Business as a going concern), during the period commencing on the Closing Date, and ending on the date which is five (5) years thereafter (the “Restricted Period”), Seller, Parent and their Affiliates shall not, in any Restricted Territory, directly or indirectly:
(i) engage in any business, activity, or enterprise competitive with or substantially similar to the Business, including, without limitation, in the manufacture, production, design, engineering, importation, purchase, marketing, sale, distribution, research or development of any Products, or engage or invest in, own, manage, operate, finance, control, solicit business related to, or participate in the ownership, management, operation, financing, or control of, be employed by, lend its name or any similar name, or lend its or his credit to, or render services or advice to, any Person engaged in any business, activity or enterprise competitive with or substantially similar to the Business including, without limitation, in the manufacture, production, design, engineering, importation, purchase, marketing, sale, distribution, research or development of any Products; provided, however, that if Seller’s Subsidiary, XCEL Power Systems, Ltd. (“XPS”), ceases to have a distributor agreement with Buyer and XPS is requested to supply products which include the Products, XPS shall have the right to distribute such products after first offering to Buyer the opportunity to supply such products.
(ii) recruit or solicit any person who has been an employee, Representative, consultant or agent of Buyer or former employee of Seller hired by Buyer, to terminate his or her employment with Buyer; or
(iii) solicit, call upon, or attempt to communicate with any customer, former customer, or prospective customer of Buyer or the Business for the purposes of manufacture, production, design, engineering, importation, purchase, marketing, sale, distribution, research or development of any Products.
Period and Conduct. As further consideration for the Merger and the transactions contemplated by this Agreement, during the five-year period following the Closing Date, the Shareholders (other than J. Xxxxxx Xxxx, Xx., who is entering into a similar covenant pursuant to the employment agreement referred to in Section 7.12(a)) shall not:
(i) compete with the Surviving Corporation or FNB in the business of mortgage banking, including originating, processing, underwriting or closing mortgage loans;
(ii) solicit or accept business of any kind relating to mortgage banking or the origination, processing, underwriting or closing of mortgage loans from any customer, former customer or active prospect of the Surviving Corporation or FNB;
(iii) solicit any employee of the Surviving Corporation or FNB to terminate his or her employment with the Surviving Corporation or FNB; or
(iv) incorporate or otherwise create any business organization utilizing any name which uses the word "Dover" or which is confusingly similar to "Dover."
Period and Conduct. For a period of three years following the Closing Date, Seller will not (i) compete (as defined in subsection (c) of this Section 6.5) with Buyer in the Combined Delahaye Business, as such business is being conducted immediately prior to the Closing Date, or (ii) solicit any employee of Buyer, or any former employee of Seller, then engaged in the conduct of the Combined Delahaye Business to terminate his or her employment with Buyer, provided that Seller will not be deemed to be in violation of this clause (ii) as the result of general employment solicitations through newspaper advertisements, internet postings and the like.
Period and Conduct. As further consideration for the purchase and sale of the Acquired Assets and the Allied Shares and the transactions contemplated by this Agreement, during the period commencing on the Closing Date, and ending on the date which is five years thereafter, no Seller shall:
(i) compete with Buyer in the manufacture, production, design, engineering, importation, purchase, marketing, sale, distribution, installation, research or development of any Products;
(ii) solicit, or accept orders or business of any kind relating to the manufacture, production, design, engineering, importation, purchase, marketing, sale, distribution, installation, research or development of any Products from any customer or active prospect of Buyer or Allied, or any former customer of any Company;
(iii) solicit any employee of Buyer or Allied or former employee of any Company to terminate his or her employment with Buyer or Allied; or
(iv) use, or incorporate or otherwise create any business organization utilizing any name which uses any words contained in any Company's corporate name or name under which any Company conducted business prior to the Closing ("Corporate Names") or which are confusingly similar to such words.
Period and Conduct. As further consideration for the purchase and sale of the Acquired Assets and the transactions contemplated by this Agreement, during the period commencing on the Closing Date, and ending on the third anniversary thereof, Seller shall not:
(i) enter into or engage in any business that currently competes with the Business within the Restricted Territory (as defined below);
(ii) solicit customers, active prospects, business or patronage for any business wherever located, that competes with the Business within the Restricted Territory or sell any products or services for any business, wherever located, that competes with the Business within the Restricted Territory;
(iii) solicit, divert, entice or otherwise take away any customers, former customers, active prospects, business, patronage or orders of the Business or attempt to do so; or
(iv) promote or assist, financially or otherwise, any Person engaged in any business that competes with the Business within the Restricted Territory.
