PROTECTION OF GOODWILL. 8.1 The Seller hereby undertakes to procure that (except as otherwise agreed in writing with the Buyer) neither the Seller not any of its subsidiary undertakings from time to time will either solely or jointly with any other person (either on its own account or as the agent of any other person):
(a) for a period of 2 years from Completion carry on or be engaged or (except as the holder of shares in a listed company which confer not more than five per cent. of the votes which can generally be cast at a general meeting of the company) interested directly or indirectly in a business which competes with the type of business carried on by any member of the Group at Completion in the United Kingdom and Germany;
(b) for a period of 2 years from Completion induce, solicit or endeavour to entice to leave the service or employment or any member of the Group, any person who during the period of 6 months prior to Completion was an employee of any member of the Group occupying a senior or managerial position and likely (in the opinion of the Buyer) to be:
(i) in possession of confidential information relating to; or
(ii) able to influence the customer relationships or connections of any member of the Group provided that this shall not restrict any member of the Seller’s Group from advertising or otherwise taking steps to recruit (and/or subsequently employing) any person which is or are not specifically aimed at a particular employee or group of employees of any Group Company; or
(iii) for a period of two years from Completion, canvass, solicit, approach or seek out or cause to be canvassed, solicited, approached or sought out or by any other means endeavour to entice away from any Group Company any person for orders or instructions in respect of any goods or services competitive with those supplied by any Group Company and with whom any Group Company has transacted as a supplier in Germany and/or in the United Kingdom during the period of 12 months immediately prior to Completion.
8.2 Nothing in clause 8.1 shall prevent or restrict the Seller or any of its subsidiary undertakings from:
(a) carrying on or being engaged in or economically, interested in any business which, at the date of this agreement, it currently carries on or is engaged in or economically interested in or any reasonable extension or development thereof outside the United Kingdom and Germany;
(b) being the holder of shares (conferring not more than five per cent. of the votes which would normally be ...
PROTECTION OF GOODWILL. You acknowledge that the Company is providing you with this Option in connection with and in consideration for your promises and covenants contained herein. Specifically, in consideration for the Option, which you acknowledge provides a material incentive for you to grow, develop and protect the goodwill and confidential and proprietary information of the Company, you agree that the Option (itself and in combination with any other awards made to you) constitutes independent and sufficient consideration for all non-competition, non-solicitation and confidentiality covenants between you and the Company, and agree and acknowledge that you will fully abide by each of such covenants. You further acknowledge that your promise to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Option.
PROTECTION OF GOODWILL. 12.1 During his employment the Executive is likely to acquire Confidential Information belonging to the Company and its Affiliates and establish personal knowledge and influence with Persons dealing with the Company and its Affiliates. In these circumstances, and in order to protect the proprietary information and goodwill of the Company and the Affiliates, the Executive undertakes that he will be bound by the following restrictions.
12.2 The Executive shall not, without the prior written consent of the Board, for a period of 6 months after the termination for whatever reason of his employment under this agreement:
(a) be engaged or interested in any capacity (whether as a director, shareholder, principal, partner, consultant, employee, independent contractor or otherwise) in any business whose activities directly compete with the business activities of the Company or with any Affiliate in Hong Kong or in their other places of business at the time of such termination;
(b) either on his own behalf or on behalf of any other Person and whether directly or indirectly:
(i) canvass, solicit or approach or cause to be canvassed or solicited or approached for orders for any services or goods supplied by the Company or any Affiliate, any Person who to the Executive's knowledge at the date of the termination of the Executive's employment was a client or customer of the Company or any Affiliate;
(ii) solicit or entice or try to solicit or entice away or employ or try to employ any employee from the Company or any Affiliate with whom the Executive had contact at any time during the last year of his employment; or
(iii) interfere or seek to interfere with the continued supply to the Company or any Affiliate (or the terms relating to such supplies) of any goods or services from or otherwise deal with any suppliers who to the Executive's knowledge supplied goods or services to the Company or any Affiliate at any time during the last year of his employment.
12.3 Whilst each of the restrictions in this Clause are considered by the parties to be reasonable in all the circumstances and are necessary to protect the legitimate interests of the Company and its Affiliates, it is agreed and declared that if any one or more of such restrictions shall be judged to be void as going beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or any Affiliate but would be valid if words were deleted from it or the period of it reduc...
PROTECTION OF GOODWILL. You acknowledge that the Company is providing you with this Restricted Stock Award in connection with and in consideration for your promises and covenants contained herein. Specifically, in consideration for the Restricted Stock Award, which you acknowledge provides a material incentive for you to grow, develop and protect the goodwill and confidential and proprietary information of the Company, you agree that the Restricted Stock Award (itself and in combination with any other awards made to you) constitutes independent and sufficient consideration for all non-competition, non-solicitation and confidentiality covenants between you and the Company, and agree and acknowledge that you will fully abide by each of such covenants. You further acknowledge that your promise to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Restricted Stock Award.
PROTECTION OF GOODWILL. The Executive acknowledges that in the course of carrying out, performing, and fulfilling his responsibilities to the Employer, the Executive will be given access to and be entrusted with Confidential Information relating to the Employer's business. The Executive recognizes that (i) the goodwill of the Employer depends upon, among other things, its keeping the Confidential Information confidential and that unauthorized disclosure of the Confidential Information would irreparably damage the Employer; and (ii) disclosure of any Confidential Information to competitors of the Employer or to the general public would be highly detrimental to the Employer. The Executive further acknowledges that in the course of performing his obligations to the Employer he will be a representative of the Employer to many clients or other persons and, in some instances, the Employer's primary contact with such clients or other persons, and as such will be responsible for maintaining or enhancing the business and/or goodwill of the Employer with those clients or other persons.
PROTECTION OF GOODWILL. 12.1 Subject to Clause 12.2, THG covenants with the Buyer that without the written consent of the Buyer (such consent not to be unreasonably withheld, conditioned or delayed) for a period of 18 months commencing on Completion:
12.1.1 it will not acquire control (within the meaning of section 181 FSMA) of any Lloyd’s managing agent, provided that the foregoing shall not apply: (i) to any acquirer of any of the share capital of THG or any member of the THG Group; or (ii) in respect of any Lloyd’s managing agent acquired, directly or indirectly, by THG or any member of the THG Group after the date hereof as part of the acquisition of a larger group, to the extent that such Lloyd’s managing agent’s activities do not constitute more than (a) 25% of the revenues of such larger acquired group, or (b) 5% of THG’s revenues, in each case in the 12 months immediately preceding such acquisition; and
12.1.2 it (and it shall procure that the THG Group) will not, directly or indirectly, retain, canvass, solicit, induce or otherwise entice away any Senior Employee.
12.2 Nothing in Clause 12.1 shall prevent THG or any member of the THG Group from:
12.2.1 being the holder of, or beneficially interested in, any class of securities in any company if such class of securities is listed or dealt in on any recognised investment exchange (as defined in FSMA) and confers not more than 10% of the votes which can generally be cast at a general meeting of that company;
12.2.2 doing anything with the Buyer’s prior consent or at the direction of the Buyer or complying with or fulfilling its obligations under this Agreement;
12.2.3 conducting and continuing to conduct its other activities as at the date of this Agreement consistent with past practice, including HSIB acting as a coverholder for other Lloyd’s managing agents; or
12.2.4 employing any person whose employment, arrangement or engagement with the Group is terminated after Completion or advertising generally for staff and taking any candidate who applies as a result of such advertisement.
PROTECTION OF GOODWILL. Employee acknowledges that in the course of carrying out, performing, and fulfilling his responsibilities to Employer, Employee has and will have access to and be entrusted with Confidential Information relating to Employer's Business and Clients (hereinafter defined). Employee recognizes that (i) the goodwill of Employer depends upon, among other things, its keeping the Confidential Information confidential and that unauthorized disclosure of the Confidential Information would irreparably damage Employer, and (ii) disclosure of any Confidential Information to competitors of Employer or to the general public would be highly detrimental to Employer. Employee further acknowledges that in the course of performing his obligations to Employer, he will be a representative of Employer to many of Employer's Clients and in some instances Employer's primary contact with the Client, and as such will be responsible for maintaining or enhancing the business and goodwill of Employer with those Clients.
PROTECTION OF GOODWILL. Each Licensee at all times shall use its best efforts to act and operate in a manner consistent with good business ethics, and in a manner that will reflect favorably on the Licensed Uses and on the goodwill and reputation of Licensor and the Marks. Each Licensee’s best efforts shall include at a bare minimum, but are not limited to, the prompt performance of all of its obligations under this Agreement. Each Licensee at all times shall refrain from engaging in any illegal, unethical, unfair or deceptive practices, whether with respect to the Licensed Uses or otherwise. Licensor may immediately terminate this Agreement if either Licensee does anything which in Licensor’s opinion may tarnish or diminish the goodwill associated with the Marks and/or the goodwill or reputation of Licensor.
PROTECTION OF GOODWILL. The Distributor shall protect and preserve the goodwill and image of the Products and to (i) conduct business in a manner that reflects favorably at all times on the Products and the reputation of the Company, Suppliers and their Affiliates; (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to the Company Suppliers and their Affiliates, and the Products, or the public, including any disparagement of the Company, Suppliers and their Affiliates, or the Products; (iii) make no false or misleading representations with regard to the Company, Suppliers and their Affiliates, or the Products; and (iv) refrain from publishing or employing any misleading or deceptive advertising material.
PROTECTION OF GOODWILL. 15.1 In consideration of the Executive’s employment and to protect the Employer’s goodwill, the Executive agrees that he/she will not in any capacity, directly or indirectly, including as a sole trader, partner, director, shareholder, manager, employee, agent or consultant:
(a) within the following areas:
(1) Australia;
(2) Queensland;
