Restrictions on Competitive Activities. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s business and assets and by his or her current employment with the Company, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. In consideration of the foregoing and the other covenants and agreements of the Company set forth herein, the Executive agrees to the restrictions contained in this Section 7.
Restrictions on Competitive Activities. The Executive acknowledges that the agreements and covenants contained in this Section 7 are essential to protect the value of the Company’s business and assets and by his or her current employment with the Company, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. The Company’s initial offer of employment to the Executive, as well as the compensation, benefits, stock options, and potential bonus, constituted the consideration to support the Restrictions on Competitive Activities set forth in the Executive’s initial Employment Agreement, and as carried forward, subject to modification, in this Agreement. This Agreement shortens the duration of the restrictions on competitive activities as originally provided in the Employment Agreement. The Executive and Company agree that those restrictions, as set forth in the Employment Agreement and this Agreement, are legitimate, necessary, reasonable in geographic scope and duration, and supported by adequate consideration, including, without limitation, the shortened duration of the restrictions and are fully enforceable. In consideration of the foregoing and the other covenants and agreements of the Company set forth herein, the Executive agrees to the restrictions contained in this Section 7.
Restrictions on Competitive Activities. Employee acknowledges he or -------------------------------------- she will have access to significant confidential and valuable information which can be used unfairly and to the harm of the Company by present or potential competitors in the digital new media industry. Employee therefore agrees as follows:
7.1 During any period during Employee's employment with the Company, Employee will not render services or give advice to, affiliate with (as an employee, shareholder, partner, consultant or otherwise), or invest or acquire any interest in, in whole or in significant part, any other person or organization which is engaged in or about to become engaged in commercial development of digital new media products or services, including developing home pages, web sites or other interactive environments on the World Wide Web, or any proprietorship, partnership, corporation or other entity which is engaged in developing, owning or operating any such environment (a Conflicting Organization). Employee shall not be prohibited, however, from investing in securities of any company that is listed on a national securities exchange or traded on The NASDAQ Stock Market, provided that Employee does not hereafter own, or have the right to acquire, more than 5% of the outstanding voting securities of such company.
7.2 For a period of six months after termination with cause by Company of Employee's employment or for a period of six months after the voluntary termination by Employee of Employee's employment, without prior written approval of the Company's Board of Directors, which shall not be withheld unreasonably, Employee will not:
(i) render services or give advice to, or affiliate with (as an employee, shareholder, partner, consultant or otherwise) or invest or acquire any interest in, any Conflicting Organization. Notwithstanding the foregoing, if the business of the Conflicting Organization has separate and distinct divisions, Employee may, following termination of such employment, render services or give advice to, or affiliate with, a division which would not itself constitute a Conflicting Organization if, prior thereto, the Company receives written assurances satisfactory to the Company from the Conflicting Organization and Employee that Employee will not directly or indirectly render services or give advice or information to any division of such Conflicting Organization which would itself constitute a Conflicting Organization; or
(ii) solicit, endeavor to entice away...
Restrictions on Competitive Activities. During the Transition Period, the following shall apply:
a. Neither GTV nor Gaiam Brand shall engage in any activity which is directly competitive with the other party’s products or services. Each of GTV and Gaiam Brand hereby acknowledges that that none of the public activities of the other party prior to September 3, 2015 shall be construed as a violation of the preceding sentence.
b. Without limiting subparagraph a. above:
i. Gaiam Brand shall not operate an SVOD-based Subscription Service, nor enter into any marketing partnerships or sponsorship arrangements with any SVOD-based Subscription Service which is directly competitive with GTV (such as, by way of example, YogaGlo);
ii. GTV shall not enter into any marketing partnerships or sponsorship arrangements with Lululemon, Athleta, prAna, Nike, adidas, Under Armour, Manduka, Jade, Natural Fitness, GoFit, Icon Fitness, SKLZ, Perform Better or Power Systems;
iii. GTV shall not develop, create, distribute, sell or market any app relating to yoga, fitness, meditation or wellness (other than apps to deliver the GTV Service);
iv. GTV shall not market or sell any audio or audiovisual content on an “a la carte” or “transactional” basis (whether via EST or ER or on Video Devices) if such content is owned and/or controlled by Gaiam Brand (i.e., content which has been licensed by Gaiam Brand to GTV);
v. With respect to paid search (so-called “keyword advertising” or “pay per click advertising), GTV shall not bid on any keywords that include the name “Gaiam”; provided that GTV shall be entitled to bid on the keyword “GaiamTV” or any other keyword that includes the name “GaiamTV” (or any variant thereof, such as “Gaiam TV”); and
vi. GTV shall not develop, create, distribute, sell or market any YFW Products.
Restrictions on Competitive Activities. Each Seller and each Selling Shareholder agrees that, after the Closing, Buyer shall be entitled to the goodwill and going concern value of the Business and to protect and preserve the same to the maximum extent permitted by law. Each of Sellers and the Selling Shareholders also acknowledge that their respective management contributions to the Business have been uniquely valuable and involve proprietary information that would be competitively unfair to make available to any competitor of the Business. For these and other reasons and as an inducement to Buyer to enter into this Agreement, each Seller and each Selling Shareholder agrees that for a period of 5 years following the Closing Date such Seller or such Selling Shareholder will not, directly or indirectly, for its or his own benefit or as agent for another, carry on or participate in the ownership, management or control of, or the financing of, or be employed by, or consult for or otherwise render services to, or allow its or his name or reputation to be used in or by any other present or future business enterprise that competes with Buyer in activities similar to the Business as of the Closing Date in the United States for so long as Buyer or any person entitled to or acquiring ownership of the goodwill of the Business or the Purchased Assets through Buyer carries on a like business therein, but in no event more than the said 5-year period.
Restrictions on Competitive Activities. As an inducement to the Purchaser to enter into this Agreement, the Seller agrees that for a period of seven (7) years from and after the Closing Date (the "Non-Competition Period"), the Seller, either directly or with or through another entity, will not compete with the Purchaser or Thoratec Corporation in the Intermittent Testing Business through the manufacture, sale, marketing, licensing or distribution in the United States or anywhere throughout the world of any Intermittent Testing Business Products, provided, however, that the Non-Competition Period will terminate upon the closing of a merger, consolidation, or other transaction in which the shareholders of the Seller who beneficially own all of the voting securities of the Seller immediately before such transaction, beneficially own securities representing less than 50% of the voting securities of the Seller immediately after such transaction. The Seller will take all reasonable actions necessary to ensure that employees and consultants of the Seller irrevocably assign or otherwise transfer to Seller all of their respective right, title and interest in and to any and all Intellectual Property related to the Intermittent Testing Business developed during the Non-Competition Period, and that such Intellectual Property is promptly transferred and assigned to the Purchaser for no additional consideration.
Restrictions on Competitive Activities. Seller agrees that, after the Closing, Buyer shall be entitled to the goodwill and going concern value of the Business and to protect and preserve the same to the maximum extent permitted by law. Seller also acknowledges that its and the Subsidiaries respective contributions to the Business have been uniquely valuable and involve proprietary information that would be competitively unfair to make available to any competitor of the Business. For these and other reasons and as an inducement to Buyer to enter into this Agreement, Seller, on behalf of itself and the Subsidiaries, agrees that for a period of 5 years following the Closing Date neither Seller nor the Subsidiaries will, directly or indirectly, for its own benefit or as agent for another, carry on or participate in the ownership, management or control of, or the financing of, or be employed by, or consult for or otherwise render services to, or allow its name or reputation to be used in or by any other present or future business enterprise that competes with Buyer in the Business for so long as Buyer or any person entitled to or acquiring ownership of the goodwill of the Business or the Purchased Assets through Buyer carries on a like business therein, but in no event more than the said 5-year period; provided however that the foregoing covenants shall not prohibit, or be interpreted as prohibiting, Seller nor the Subsidiaries from: (i) continuing anywhere in the world in any type of business conducted by the Seller or the Subsidiaries on the date hereof, which is not part of the Business, including, but not limited to, Seller’s and the Subsidiaries right to sell pressure cycling technology products or services to any Person; (ii) entering into any relationship with a Person not owned, managed, operated or controlled by Seller or the Subsidiaries for purposes unrelated to the Business; and (iii) making equity investments in publicly owned companies which may compete with the Business, provided such investments do not exceed 5% of the voting securities or otherwise confer control of any such competitive business upon the Seller or the Subsidiaries.
Restrictions on Competitive Activities. Xxxxxx agrees that after the Closing Buyer and Company shall be entitled to the goodwill and going concern value of the Business and to protect and preserve the same to the maximum extent permitted by law. Seller also acknowledges that its management contributions to the Business have been uniquely valuable and involve proprietary information that would be competitively unfair to make available to any competitor of Company. For these and other reasons and as an inducement to Buyer to enter into this Agreement, Seller agrees that for a period of four years after the date hereof neither Seller nor any of its Affiliates will, directly or indirectly, for its own benefit or as agent for another carry on or participate in the ownership, management or control of, or the financing of, or be employed by, or consult for or otherwise render services to, or allow its name or reputation to be used in or by any other present or future business enterprise in the defense (except for (i) intelligence systems that are manufactured by Seller's Telecommunications Group in Gaithersburg, Maryland and are designed to monitor or intercept communication signals, (ii) products for the telecommunications market currently manufactured or in development by Xxxxxxx-Xxxxxxx including, but not limited to, cellular and PCS base station subsystems, wireless local loop customer premise equipment, repeater subsystems for point to multi-point and medium power amplifiers and (iii) as an outside GaAs foundry for third parties) or space industry or that otherwise competes with the Products or the Business in each state of the United States and in each foreign jurisdiction in which the Business is conducted or the Products are sold as of the Closing Date.
Restrictions on Competitive Activities. Seller agrees that, after the Closing, Buyer shall be entitled to the Goodwill and going concern value of the Photomask Business and to protect and preserve the same to the maximum extent permitted by law. Seller also acknowledges that its management contribution to the Photomask Business have been uniquely valuable and involve proprietary information that would be competitively unfair to make available to any competitor of the Photomask Business. For these and other reasons and as an inducement to Buyer to enter into this Agreement, Seller agrees that for a period of five (5) years after the date hereof, Seller, its subsidiaries and any purchaser of the Harrxx Xxxiconductor Business Unit and its subsidiaries (excluding the other portfolio companies of Sterling Holding) shall not, directly or indirectly, for their own benefit or as agent for another, carry on or participate in the ownership, management or control of, or the financing of, or allow their name, reputation or knowledge to be used in or by any other present or future business enterprise that competes with Buyer, or any subsidiary of Buyer, in activities similar to the Photomask Business as of the Closing Date in the United States and Europe using technology generally available as of the Closing Date or derived from technology generally available as of the Closing Date for so long as Buyer or any person entitled to or acquiring ownership of the Goodwill of the Photomask Business or the Purchased Assets through Buyer conducts a like business therein.
Restrictions on Competitive Activities. Seller agrees that, after the Closing, Buyer shall be entitled to the goodwill and going concern value of the GCI Business and to protect and preserve the same to the maximum extent permitted by law. Seller also acknowledges that its management contributions to the GCI Business have been uniquely valuable and involve proprietary information that would be competitively unfair to make available to any competitor of the GCI Business. For these and other reasons and as an inducement to Buyer to enter into this Agreement, Seller agrees that for a period of five (5) years following the Closing Date Seller will not, directly or indirectly, for its own benefit or as agent for another, carry on or participate in the ownership, management or control of, or the financing of, or be employed by, or consult for or otherwise render services to, or allow its name or reputation to be used in or by, any other present or future business enterprise that competes with Buyer in activities similar to the GCI Business as of the Closing Date in the United States, for so long as Buyer or any person entitled to or acquiring ownership of the goodwill of the GCI Business or the Purchased Assets through Buyer, carries on a like business therein, but in no event more than the said 5-year period.
