Restriction Against Competition Sample Clauses

Restriction Against Competition. (a) In consideration of the Compensation to be received hereunder, the Employee agrees that while he is employed by the Company pursuant to this Agreement, and during the two year period following the effective date of termination of this Agreement, for any reason, the Employee shall not, directly or indirectly, as a stockholder, partner, officer, director, agent, consultant, employee, or otherwise: (i) engage in any business that competes with the business of the Company ("Company" defined in Sections 9, 10 and 11(b) herein to mean all Subsidiaries, Affiliates, divisions, successors, and assigns of the Company and any of their Subsidiaries or Affiliates) anywhere within the United States and such other countries that the Company is then conducting its business; provided, however, that the foregoing shall not prohibit the Employee's ownership of up to 1% of the outstanding shares of capital stock of any corporation whose securities are publicly traded on a national or regional stock exchange; (ii) purposefully interfere or attempt to interfere with any of the Company's contracts (regardless of whether these contracts are in writing or verbal) or business relationships or advantages existing and in effect as of the effective date of termination of this Agreement; (iii) solicit for employment, either directly or indirectly, for himself or for another, any of the technical or professional employees who are or were employed by the Company during the two-year period following the termination of this Agreement; and (iv) purposefully interfere with the business relationship of or solicit the business or orders of Persons (a) who are Company customers on the effective date of termination of this Agreement, or one year prior thereto, or (b) a prospective or potential customer of the Company, except that with respect to the two-year period following the effective date of termination of this Agreement, such restriction shall apply only to prospective or potential customers (1) to whom the Company has submitted a formal quotation within the one year prior to the effective date of termination of this Agreement, or (2) that have been previously listed or identified by the Company as a business prospect at any time during the six months preceding the effective date of termination. (b) The parties agree that if the Employee commits or threatens to commit a breach of the covenants of this Section 9, the Company shall have the right to seek and obtain all appropriate injunc...
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Restriction Against Competition. Employee acknowledges that he is being employed in a position of trust and confidence and will have access to and become familiar with the unique methods, services and procedures used by the Corporation and that as part of Employee's duties, he will develop and maintain close working relationships with vendors, customers and employees of the Corporation and its subsidiaries. Employee further acknowledges that the Corporation and its subsidiaries, over the years, through goodwill, advertising, honest business methods and aggressive promotion, have built a lucrative business and obtained loyal vendors and customers. Employee further acknowledges that disclosure or use of any of the Corporation's confidential or proprietary information, trade secrets or other information relating to the operation of the business of the Corporation or its subsidiaries could have a serious detrimental effect upon the Corporation, the monetary loss from which would be difficult, if not impossible, to measure. In consequence of the foregoing, Employee agrees:
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Restriction Against Competition. Employee acknowledges that he is employed in a position of trust and confidence and has had and will continue to have access to and become familiar with the unique methods, services and procedures used by the Corporation and that, as part of Employee’s duties, he has developed and will continue to develop and maintain close working relationships with vendors, customers and employees of the Corporation and its subsidiaries. Employee further acknowledges that the Corporation and its subsidiaries, over the years, through goodwill, advertising, honest business methods and aggressive promotion, have built a lucrative business and obtained loyal vendors and customers. Employee further acknowledges that disclosure or use of any of the Corporation’s Confidential Information relating to the operation of the business of the Corporation or its subsidiaries (as defined in Section 5.1(E) of this Agreement) could have a serious detrimental effect upon the Corporation, the monetary loss from which would be difficult, if not impossible, to measure. In consequence of the foregoing, and in consideration for the Corporation’s agreement to provide severance rights and benefits to Employee as set forth in Article 4 of this Agreement and the Change of Control rights and benefits to Employee as set forth in Article 6 of this Agreement, which Employee acknowledges and agrees are rights and benefits to which he is otherwise not entitled, Employee agrees as follows:
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Restriction Against Competition. Subject to Section 3.2, during the period ending on the date that is two (2) years following the date that the Vendors (or their permitted transferees) cease to be shareholders of the Corporation and within the Province of Alberta (the “Prohibited Area”), the Vendors shall not, without the prior written consent of the Purchaser (which consent may be unreasonably and arbitrarily withheld at the Purchaser’s sole discretion), directly or indirectly, whether through a corporation or otherwise, individually or in partnership, jointly or in conjunction with any Person, firm, Affiliate, association, syndicate, company or corporation or any other entity whether as principal, agent, joint venturer, partner, director, officer, employee, employer, consultant, investor, lender, independent contractor, licensor, licensee, franchisor, franchisee, distributor, consultant, supplier, trustee, shareholder or other equity holder (other than as a shareholder of less than five percent (5%) of the voting equity of an entity offering its securities to the public, and other than as a shareholder of EVIO Inc., no matter what percentage of voting equity held) or in any other manner whatsoever, at any time during the such period, do any of the following:
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Restriction Against Competition. In recognition of the product and industry knowledge, training, and client information Employer shall provide to Employee as part of his new employment with Employer, as well as the agreed-upon compensation, Employee agrees that throughout the term of his employment with the Employer and for a period of one (1) year thereafter, regardless of the reason for termination of employment, he will not, individually or in conjunction with any other person, or as an employee, consultant, agent, representative, partner or holder of any interest in any other person, firm, corporation or other association: (a) Solicit, entice or induce, or authorize or direct any person, firm or corporation to solicit, entice or induce any person, firm or corporation, with whom Employee had direct business contact during the last year prior to his termination date, to reduce the amount of, or cease doing, business with the Employer; (b) Solicit, entice or induce any person who is presently employed with the Employer to become employed by any other person, firm or corporation, and Employee shall not approach any such employee for such purpose or authorize or direct the taking of such actions by any other person; and (c) Solicit, be employed by, consult for, participate in, directly or indirectly, or accept business in any area of Business that is competitive with Employer's.
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Restriction Against Competition. 3.1 From and after the Closing Date, within any of the territories (collectively referred to as the "Territories" and individually, as a "Territory") as hereinafter specified, and for a period of five (5) years from the date hereof (referred to as the "Time Period"), each of the Covenantors severally agrees that it shall not and shall use reasonable best efforts to not permit any Related Persons to, directly or indirectly, either as a sole proprietorship, a partner or a joint venturer or as employee, principal, consultant, agent, shareholder, officer, director or salesperson for any person, firm, association, organization, corporation or any other entity (an "Entity"), or in any other manner: (1) participate in, carry on, be engaged in, concerned with, interested in, advise, lend money to or guarantee the debts or obligations of, any business which is the same as or competitive with the Business (save and except as a shareholder of less than one percent (1%) of the voting equity of an entity offering its securities to the public); (2) permit its name or any part of such name to be used or employed by any Entity concerned with or engaged or interested in any business which is the same as, or competitive with the Business; (3) make use of any list of persons who are or have been customers or suppliers of the Business within the immediately preceding two year period, for the purpose of competing with the Business; (4) solicit away from the Business, interfere with or endeavour to entice away from the Business any customer or solicit away from the Business any person, firm, corporation or entity who has been a customer or who has dealt with the Business at any time during the two year period immediately preceding the Closing Date or attempt to persuade any person providing employment, consulting, marketing or other services to the Business within the two-year period immediately preceding the Closing Date to not provide or to cease to provide such services to the Business. Notwithstanding the foregoing, nothing in this agreement prohibits the Covenantors through the Related Person, SAF Drive Systems Ltd. from any activity authorized by the letter agreement dated July 31, 0000 xxxxxxx Xxxxxxxx Xxxxxx Limited and SAF Drive Systems Ltd. relating to the X-Link Software License Agreement. 3.2 The Territories herein specified shall be North America, Germany, Japan, Taiwan, South Korea, Australia, New Zealand, China, France, Italy, the Benelux countries, Sweden, Norwa...
Sample 1
Restriction Against Competition. The provisions of Clauses 9.1.1 to 19.1.7 shall apply, subject to the provisions of Clause 19.3, to all PARTIES other than NSE. 19.1.1 So long as a PARTY is a NSMH Member, such PARTY shall not and shall ensure, where it is a company, corporation or other body corporate, that (as applicable) its Affiliate will not establish, develop, carry on or assist in carrying on or be engaged, concerned, interested or employed in or provide technical, commercial or professional advice to any business, enterprise or venture or hold, directly or indirectly, any beneficial interest in a company carrying on in Malaysia, any business which is the same as or similar to NSMY’s DS Business and in competition with NSMH, NSMY or any Affiliate of NSMH or NSMY. 19.1.2 So long as a PARTY is a NSMH Member, such PARTY shall not and shall ensure, where it is a company, corporation or other body corporate, that (as applicable) its Affiliate will not establish, develop, carry on or assist in carrying on or be engaged, concerned, interested or employed in or provide technical, commercial or professional advice to any business, enterprise or venture or hold, directly or indirectly, any beneficial interest in a company carrying on in a country other than Malaysia where NSE or NSI and/or its Affiliate carries on business, any business which is the same as or similar to NSMY’s DS Business in competition with NSMH, NSMY or any Affiliate of NSMH or NSMY. 19.1.3 A PARTY who ceases to be a NSMH Member shall not and shall ensure, where it is a company, corporation or other body corporate, that (as applicable) its Affiliate will not, for a period of 3 (Three) years from the date on which such PARTY ceases to be a NSMH Member, establish, develop, carry on or assist in carrying on or be engaged, concerned, interested or employed in or provide technical, commercial or professional advice to any business, enterprise or venture or hold, directly or indirectly, any beneficial interest in a company carrying on in Malaysia, any business which is the same as or similar to NSMY’s DS Business and in competition with NSMH, NSMY or any Affiliate of NSMH or NSMY. 19.1.4 A PARTY who ceases to be a NSMH Member shall not and shall ensure, where it is a company, corporation or other body corporate, that (as applicable) its Affiliate will not, for a period of 3 (Three) years from the date on which such PARTY ceases to be a NSMH Member, establish, develop, carry on or assist in carrying on or be engaged, concerned, i...
Sample 1
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Restriction Against Competition. Each Seller agrees, for a period of five years after the Closing Date, that such Seller will not engage, directly or indirectly (whether as an officer, director, employee, consultant, agent, representative or otherwise) in any business that is competitive to the Business as it exists on the Closing Date in any county of any State, district, possession or territory of the United States of America; provided, however, that no owner of less than 1% of the outstanding stock of any publicly-traded corporation shall be deemed to engage solely by reason thereof in any of its business. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5.1 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with 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, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.
Sample 1
Restriction Against Competition. During the Term, the Selling Parties each individually agree that it or they shall not, directly or indirectly, as principal, agent, representative, subsidiary, shareholder, consultant or in any other capacity engage in or assist any other person or entity in engaging in the business of wholesale distribution of the types of products generally sold by the Buyer to its customers (the "Wholesale Distribution Business") within the Restricted Area; provided, however, that Buyer acknowledges and agrees that the Selling Parties and their affiliates also currently (i) are engaged in a wholesale novelty business through Lansing's Novelty, Inc., and (ii) are engaged in the manufacturing and wholesale distribution business of cigarettes sold under the name of "Jim Porter," some or all ox xxxxx xxsiness activity is conducted by T & M Tobacco, Inc., within the Restricted Area (collectively, "Selling Parties' Excluded Business Activities"), and Buyer further acknowledges and agrees that the continuation by Selling Parties or their affiliates of the Selling Parties' Excluded Business Activities within and outside of the Restricted Area during the Term does not constitute, and will not be deemed to be, a violation of this Agreement.
Sample 1

Related to Restriction Against Competition

  • Covenant Against Competition During the period of Participant’s employment and for two (2) years after his or her Last Day of Employment, Participant acknowledges and agrees he or she will not, directly or indirectly, establish or engage in any business or organization, or own or control any interest in, be employed by, or act as an officer, director, consultant, advisor, or lender to, any of the following located in those geographic markets where Participant has had direct and substantial involvement in Company’s operations in such geographic markets: (a) any entity that engages in any business competitive with the business activities of Company including, without limitation, its assisted and digital (including software) tax services businesses (“Prohibited Companies”); (b) any financial institution or business where any of Participant’s duties or activities would relate to or assist in providing services or products to one or more of the Prohibited Companies for use in connection with products, services or assistance being provided to customers; or (c) any financial institution or business whose primary purpose is to provide services or products to one or more of the Prohibited Companies for use in connection with products, services or assistance being provided to customers. Without limiting clause (c), any financial institution or business whose profits or revenues from the provision of services or products to the Prohibited Companies exceeds 25% of total profits or revenues, as the case may be, shall be deemed to be covered by clause (c). For Participants whose primary place of employment as of the Last Day of Employment is in Puerto Rico or Arizona, the restrictions in this Section 2.2 shall be limited to one (1) year following Participant’s Last Day of Employment. The restrictions in this Section 2.2 shall not apply if Participant’s primary place of employment as of the Last Day of Employment is in California or North Dakota; provided, however, to the extent permitted under such states’ laws, Company nevertheless retains all rights and remedies set forth in Sections 2.8 and 2.9 in lieu of enforcing the restrictive covenant set forth in this Section 2.2. Notwithstanding the foregoing, if Participant has a standalone employment agreement with Company and such employment agreement includes covenants against competition or non-solicitation of customers, the scope, but not the duration, of such covenants shall apply solely for purposes of Sections 2.2 and 2.4, but shall have no other effect on this Award Agreement. All other covenants contained in this Section 2 shall apply to Participant notwithstanding any covenants or other terms contained in any other agreement.

  • Covenants Against Competition The covenant against competition herein described shall apply until the termination of the Executive’s employment as provided herein and until the earlier of (i) six months after such termination or (ii) a Change in Corporate Control (the “Restriction Period”). During the Restriction Period the Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated with, in an executive, senior management, strategic or professional capacity, whether as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, that is similar to an engagement in an executive, senior management, strategic or professional capacity although otherwise named in any business or venture engaged in the Business; provided, however, that, notwithstanding the foregoing, (i) the Executive may own or participate in the ownership of any entity which the Executive owned or managed or participated in the ownership or management of prior to the Effective Date, which ownership, management or participation has been disclosed to the Board; (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System or equivalent non-U.S. securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own two percent (2%) or more of any class of securities of such entity; (iii) the Executive may own or participate in the ownership of the Second City private equity funds including Second City Capital Partners II, Limited Partnership, Second City Real Estate II, Limited Partnership, SC Principals Limited Partnership as well as their respective general partners, related companies and future Second City fund vehicle, which ownership, management or participation has been disclosed to the Board; and (iv) the Executive may, directly or indirectly, invest in commercial real estate or other assets so long as they are not Suitable Properties (as defined in Section 15(a)), and the Executive may own or participate in the ownership of Suitable Properties if such opportunity has been first provided to the Company and the Company has declined to acquire it in writing, providing that such ownership, management or participation has been disclosed to the Board. Further, the covenant against competition described herein shall not apply to the Executive with respect to any business or venture that competes with a New Business to the extent that the Executive’s actions or participation occurred before the Company became engaged in the New Business.

  • Restriction on Competition (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"): (i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment; (ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company; (iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or (iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge. (b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions. (d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.

  • Restrictions on Competition During the term of this Agreement and for a period of one year after you cease to be an employee of DFC or an affiliate of DFC, you will not, without the prior written consent of DFC, (a) accept employment or render service to any person, firm or corporation, directly or indirectly, in competition with DFC, or any affiliate thereof for any purpose which would be competitive with the business of DFC and its affiliates within the Commonwealth of Puerto Rico or any other geographic area in which DFC or any affiliate of DFC by which you were employed, conducted operations (the "Restricted Area") or any business as to which studies or preparations relating to the entry into which were made by DFC or any affiliate of DFC by which you were employed within one year prior thereto (collectively, the "Restricted Businesses") or (b) directly or indirectly, enter into or in any manner take part in or lend your name, counsel or assistance to any venture, enterprise, business or endeavor, whether as proprietor, principal, investor, partner, director, officer, employee, consultant, adviser, agent, independent contractor or in any other capacity whatsoever for any purpose which would be competitive with the Restricted Businesses in the Restricted Area. An investment not exceeding 5% of the outstanding stock in any corporation regularly traded on any national securities exchange or in the over-the-counter market shall not be deemed to violate this provision, provided that you shall not render any services for such corporation.

  • Prohibition Against Transfer The right of a Grantee to receive payments of Shares and/or cash under this Award may not be transferred except to a duly appointed guardian of the estate of the Grantee or to a successor of the Grantee by will or the applicable laws of descent and distribution and then only subject to the provisions of this Award Agreement. A Grantee may not assign, sell, pledge, or otherwise transfer Shares or cash to which he or she may be entitled hereunder prior to transfer or payment thereof to the Grantee, and any such attempted assignment, sale, pledge or transfer shall be void.

  • Prohibition Against Assignment During the Vesting Period, the Restricted Shares may not be transferred or encumbered by the Recipient by means of sale, assignment, mortgage, transfer, exchange, pledge, or otherwise. The levy of any execution, attachment, or similar process upon the Restricted Shares shall be null and void.

  • Protections Against Violations of Agreement No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Restricted Stock Units by any holder thereof in violation of the provisions of this Agreement or the Certificate of Incorporation or the Bylaws of the Company, will be valid, and the Company will not transfer any shares resulting from the settlement of Restricted Stock Units on its books nor will any of such shares be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with such provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce such provisions.

  • Covenant Against Discrimination Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

  • COVENANT AGAINST LIENS Tenant shall keep the Project and Premises free from any liens or encumbrances arising out of the work performed, materials furnished or obligations incurred by or on behalf of Tenant, and shall protect, defend, indemnify and hold Landlord harmless from and against any claims, liabilities, judgments or costs (including, without limitation, reasonable attorneys’ fees and costs) arising out of same or in connection therewith. Tenant shall give Landlord notice at least twenty (20) days prior to the commencement of any such work on the Premises (or such additional time as may be necessary under applicable laws) to afford Landlord the opportunity of posting and recording appropriate notices of non-responsibility. Tenant shall remove any such lien or encumbrance by bond or otherwise within ten (10) business days after notice by Landlord, and if Tenant shall fail to do so, Landlord may pay the amount necessary to remove such lien or encumbrance, without being responsible for investigating the validity thereof. The amount so paid shall be deemed Additional Rent under this Lease payable upon demand, without limitation as to other remedies available to Landlord under this Lease. Nothing contained in this Lease shall authorize Tenant to do any act which shall subject Landlord’s title to the Building or Premises to any liens or encumbrances whether claimed by operation of law or express or implied contract. Any claim to a lien or encumbrance upon the Building or Premises arising in connection with any such work or respecting the Premises not performed by or at the request of Landlord shall be null and void, or at Landlord’s option shall attach only against Tenant’s interest in the Premises and shall in all respects be subordinate to Landlord’s title to the Project, Building and Premises.

  • Covenant Against Gratuities The Contractor warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the State with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the State shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the State in procuring on the open market any items which Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the State provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or in equity.

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