Seller's Agreement Not to Compete. For a period of five (5) years from the Closing Date, each Stockholder agrees that it will not, directly or indirectly, (i) engage in or acquire an interest in, as employee, owner, partner, through stock ownership (other than a less-than-2%-interest in a corporation having securities which are listed for trading on a national securities exchange or traded in the over the counter market), investment of capital, lending of money or property, rendering of services or otherwise, either alone or in association with others, the operation of any business, other than that of Corning or its affiliates, that offers disease state management services and/or other health care management services that compete with the business conducted by the Company at the Closing Date or any other business conducted by Corning or its affiliates with respect to which such Stockholder been assigned significant executive duties during the term of his employment by Corning or its affiliates (collectively "Management Benefit Services"), (ii) induce or attempt to induce any customer for Management Benefit Services of Corning or its affiliates to reduce such customer's purchases from Corning or its affiliates, (iii) divert or attempt to divert from Corning or its affiliates any potential customers with whom such Stockholder has had substantial dealings on behalf of Management Benefit Services of Corning or its affiliates, (iv) use for its or his own benefit or except as required by law or in the ordinary course of his employment by Corning or its affiliates, disclose the name and/or requirements of any such customer of Corning or its affiliates to any other person or persons, natural or corporate, (v) solicit and or hire any person who is then an employee or consultant of Corning or its affiliates to leave the employ thereof or employ or negotiate for employment of any person employed by or under contract with Corning or its affiliates, or (vi) use for the benefit of or, except as required by law, disclose to any one other than Corning or its affiliates, any and all client and customer lists, trade secrets or other information pertaining to the financial condition, business, client plans or prospects of Corning or its affiliates. For purposes of this Section 4.01(a) a Seller will without limitation be deemed to have an interest in the operation of a Benefit Management Benefit Services business if such interest is held by Seller's spouse, child or parent, or by any other person or entity if ...
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 two (2) years from the date of this Agreement.
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.
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.
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.
Seller's Agreement Not to Compete. Seller agrees to the following restrictive covenants (collectively, the “Restrictive Covenants”):
Seller's Agreement Not to Compete. Seller agrees to the following restrictive covenants (collectively, the “Restrictive Covenants”):
(i) Throughout Seller’s employment with Parent and/or Subsidiary, Seller shall not render services to any other entity engaged in the Businesses.
(ii) During the Term (as defined below), neither Seller, nor any Seller Affiliate (as defined below), shall directly or indirectly (i) enter the employ of, or render any services to or for, any business which is the same as, substantially similar to or in competition with the Businesses (each a “Restricted Business”) within the Territory; and/or (ii) become interested in any Restricted Business in any capacity, including as a shareholder, director, officer, agent, lender, partner, employee or consultant of, or otherwise hold any ownership interest in, any person, firm or entity engaged in any Restricted Business in the Territory; provided, however, that Seller shall be permitted to hold less than 1% of the voting stock or other securities of a publicly-traded company). “Term” shall mean a period beginning on the date hereof and ending five years following termination of Seller’s employment with Purchaser and/or Subsidiary for whatever reason. “Seller Affiliate” shall mean any person or entity, directly or indirectly, controlled by or under common control with Seller.
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...
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.
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.
(b) Seller shall not be deemed to be in violation of Section 6(a) by virtue of the fact that Seller, or any of its Affiliates: (i) invests in or owns an interest in any Person which is not Engaged Primarily in a Buyer Competitive Business; or (ii) invests in securities having less than ten percent (10%) of the outstanding voting power of any Person which is Engaged Primarily in a Buyer Competitive Business, the securities of which are publicly traded or listed on any securities exchange or automated quotation system; or (iii) acquired a Buyer Competitive Business as part of an acquisition, by joint venture, merger, or other business combination, or the assets of, or the majority of the voting interest in, another Person (hereinafter a "Target Business") if the revenue derived by the Target Business from the Buyer Competitive Business in the fiscal year preceding such acquisition constituted less than twenty percent (20%) of the aggregate net sales of the Target Business.
(c) In the event Seller or an Affiliate acquires a Buyer Competitive Business under the circumstances described in Section 6.5(b)(iii) above, and if the sales of the Buyer Competitive Business contained within the Target Business exceed five million U.S. dollars (U.S. $5,000,000.00) on an annual basis, Seller or such Affiliate shall thereafter divest such Buyer Competitive Business with twenty four (24) months from the date of purchase of the Buyer Competitive Business by way of "auction" or other competitive bidding process, negotiated sale, or such other manner of divestiture as Seller, in its sole and non-reviewable discretion, deems appropriate.