Seller's Agreement Not to Compete Sample Clauses

Seller's Agreement Not to Compete. The parties acknowledge that following the consummation of the purchase and sale of the Sellers Shares, the Purchaser will enter into an employment agreements with Xxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx (collectively, the "Franklins"). The Purchaser and the Franklins acknowledge and agree that the services of the Franklins will be of a special and unusual character which have a unique value to the Purchaser, the loss of which cannot be adequately compensated by damages in an action at law and, if used in competition with the Purchaser, could cause serious harm to the Purchaser. Additionally, the Franklins and the Purchaser also recognize that an important part of the Franklins' duties will be to develop good will for the Purchaser through the Franklins' personal contact with individual and group subscribers of TransPacific's services, agents and other persons having business relationships with the Purchaser, and that there is a danger that this good will, a proprietary asset of the Purchaser, may follow Xxx and Xxxxx Xxxxxxxx, if and when their relationship with the Purchaser is terminated. Accordingly, Xxx and Xxxxx Xxxxxxxx agree that they shall not, during the time period that they are employed by Purchaser and for a period of two years from the date of the termination of such employment for any reason whatsoever, do any of the following: (i) directly or indirectly, solicit or otherwise contact any person who then receives or has the right to receive or at any prior time received or had the right to receive from TransPacific's or Purchaser's services ("Subscriber") for the purpose of seeking to obtain any such Subscriber as a subscriber to or beneficiary of a similar business conducted by any person other than the Purchaser; (ii) directly or indirectly employ, hire or otherwise engage the services of or associate in any business with any other person who is or has been employed by either the Purchaser, or any affiliate of the Purchaser, unless such other person shall have ceased to be employed by the Purchaser, (as the case may be), or the Affiliate of the Purchaser, for at least one year, or (iii) engage, directly or indirectly, as a proprietor, stock holder, partner, director, of office, employee, independent contractor or otherwise in the business of providing services in competition with Purchaser, in any of the counties of California or any other state, as more particularly set forth in Schedule 5.1, in which Purchaser provides its services on the d...
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Seller's Agreement Not to Compete. The Parties hereby acknowledge that Seller shall not establish a business telephone sales, installation and/or services business in the same market as the Company operates at the time of acquisition of the shares, directly or indirectly, for a period of three (3) years from the date of this Agreement.
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Seller's Agreement Not to Compete. Seller shall have entered into an Agreement Not to Compete with Buyer in the form attached hereto as EXHIBIT H.
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Seller's Agreement Not to Compete. Seller recognizes the highly competitive nature of the Internet industry and agrees that the value and goodwill of Parent and Buyer and their current and future subsidiaries would be substantially impaired if Seller failed to comply with its obligations under this Article III. Accordingly, Seller hereby agrees that for the term of this Agreement, Seller shall not, directly or indirectly, on its own behalf, or on behalf of any other person (i) compete with Parent or Buyer in the Pay-to-Play Lottery Business, (ii) assist others in engaging in the Pay-to-Play Lottery Business (including, without limitation, by permitting advertisements to be displayed on any Seller Websites for any person (other than Buyer) engaged in the Pay-to-Play Lottery Business) or (iii) solicit, entice or induce any employee or customer of Parent or Buyer to terminate or diminish its relationship with Parent or Buyer.
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Seller's Agreement Not to Compete. Seller agrees to the following restrictive covenants (collectively, the “Restrictive Covenants”):
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Seller's Agreement Not to Compete. The Parties hereby acknowledge that Seller shall not establish a restaurant or bar within five (5) miles of the Virginia Gardens location, directly or indirectly, for a period of three (3) years from the date of this Agreement.
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Seller's Agreement Not to Compete. For a period of three (3) years commencing on the date of Closing, Sellers shall not, within Oklahoma County, Oklahoma, directly or indirectly, own, manage, operate, joint or control, or participate in the ownership, management, operation or control of, or be a shareholder or employee of, or a consultant to, any business, firm, corporation or entity which is conducting any business which competes with the Web Services. As a violation by Sellers of the provisions of this section could cause irreparable injury to the Purchaser and there is no adequate remedy at law for such violation, the Purchaser shall have the right, in addition to any other remedies available to it, at law or in equity, to enjoin Sellers in a court of equity for violating such provisions. To the extent that any provision or portion of this section shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the maximum extent permitted by applicable law, and any court of competent jurisdiction shall, and the parties hereto do hereby expressly authorize, request and empower any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the maximum extent permitted by applicable law.
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Seller's Agreement Not to Compete. The Parties hereby acknowledge that Seller and/or its owners shall not establish a same or similar business as that contemplated with respect to the Assets, namely a software and or hardware technical support and help desk service, and fulfillment services, within a one hundred (100) mile radius of the Greater Boston, Massachusetts area, directly or indirectly, for a period of three (3) years from the Closing Date. For a period of three (3) years from the Closing Date Seller and/or its owners will not directly or indirectly solicit any present or future customers of Purchaser and within a one (100) hundred mile radius of Purchaser's business locations, will not directly or indirectly own (excluding, however, ownership of not more than five percent (5%) of the outstanding common shares of any public company), manage, operate, control, be employed by or participate in any business that competes with and/or sells similar products and/or services as the products or services offered or business conducted by the Purchaser and/or its Assignee, including but not limited to voice recognition software, hardware and/or related products and services. In the event of the actual or threatened breach of the provisions of this paragraph, the Purchaser shall be entitled to an injunction restraining the Seller and or its owners therefrom. Nothing shall be construed as prohibiting the Purchaser from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages from the Seller or its owners.
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Seller's Agreement Not to Compete. (a) Neither Seller, nor any Affiliate of Seller, shall market any Heavy Duty Hand Cleaner within the United States for a period of five (5) years following Closing. For a period of three years from Closing, neither Seller, nor any Affiliate of Seller, shall introduce any Heavy Duty Hand Cleaner of its own outside of the United States; provided, however, nothing hereunder shall be construed to prevent an Affiliate from acting as a distributor for Heavy Duty Hand Cleaner outside of the United States on behalf of a third party for not more than ninety (90) days after the date that Seller has been given written notice by Buyer of such Affiliate's activity.
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Related to Seller's Agreement Not to Compete

  • Agreement Not to Compete In order to protect the business interests and good will of Company and its Affiliates with respect to Customers and accounts, and to protect Confidential Information, Executive covenants and agrees that for the entire period of time that this Agreement remains in effect, and for a period of one (1) year after termination of Executive’s employment for any reason, Executive will not:

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Covenant Not to Compete Intel shall not be required to agree to any covenants including without limitation any covenant not to compete or any covenant not to solicit any of the customers, employees or suppliers of any party to the Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “OrbotechTransaction”) pursuant to this Article 29B shall be subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with the Orbotech Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Orbotech (the “Orbotech Securities”), and (ii) the corporate authority of Orbotech to convey title to the Orbotech Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Orbotech on a several (but not joint) basis only. 29C. STAND STILL Notwithstanding anything to the contrary in these Articles, any issuance of securities by the Company, and any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the Company (by the Company or any shareholder), or any other action (including repurchase of any shares of the Company by the Company or by any subsidiary thereof), other than any action in which the provisions of Article 29B (Bring Along) shall apply, which results in a Strategic Investor (as defined below) whether or not a shareholder of the Company, holding (together with affiliates, Permitted Transferees, or other parties acting in concert with it) more than 20% of the voting rights in the Company, is prohibited unless approved in writing in advance by the Majority Preferred Shareholders (excluding, for the purposes of such majority, any Strategic Investors and their affiliates and Permitted Transferees or other parties acting in concert with them) and on terms and conditions approved by them. Any of the transactions set forth in the forgoing sentence not so approved shall be null and void and shall not be registered in the Company’s Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a corporation or other business entity whose business is related to the Company’s business and who is likely to have a business or technologic interest in the Company’s business, as distinguished from an interest for the sole purpose of a financial investment. CALLS

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Noncompetition Agreement In consideration of the compensation paid or payable to Executive by the Company pursuant to this Agreement (including, but not limited to, Section 2 hereof), Executive hereby agrees as follows:

  • Non-Competition Agreement (a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the Company, and for a period of two (2) years immediately following the termination of his employment with the Company, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature:

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