Seller's Non-Compete. (a) Except for Seller's (and certain of Seller's employees) continuation of the Ghana Activities consistent in magnitude and scope with its current operations there, without the express prior written consent of Purchaser, neither Seller nor any Subsidiary of Seller shall, at any time during the seven-year period immediately following the Closing Date, directly or indirectly, own, manage, control or participate in the ownership, management or control of, or be related or otherwise affiliated in any manner with, any business that competes with the Business; and provided, further, that the foregoing shall not prohibit Seller from owning as a passive investment 5% or less of the outstanding equity of any publicly- traded entity. Seller agrees that Seller and Seller's Subsidiaries will not, for a period of two years after the Closing Date, seek to employ any person now employed by Seller for the primary benefit of the Business if such Person is then employed by Purchaser or any Subsidiary of Purchaser.
Seller's Non-Compete. Each Seller hereby agrees, on its behalf and on behalf of its Affiliates, that, for a period of three years following the Closing Date, it shall not engage, directly or indirectly, either as an owner, equity holder (other than as an equity holder of fewer than two percent of the issued and outstanding shares of a publicly traded company), employee, consultant or otherwise, within any jurisdiction in which the Target Companies and Target Subsidiaries conduct the Restricted Business as of the Effective Time in any business activity or enterprise that would compete in any way with the Restricted Business as of the Closing Date.
Seller's Non-Compete. (a) Without the express prior written consent of Purchaser, neither Seller nor any of its Subsidiaries shall, at any time during the period commencing on the Closing Date and ending on the fourth (4th) anniversary thereof, directly or indirectly, itself, or with, through or on A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. behalf of a Third Party, Develop, manufacture, commercialize or otherwise Exploit any small molecule compound the primary mechanism of action of which is selective and specific inhibition of histone deacetylase (HDAC) (each such compound, a “Competing Compound,” and such activities with respect to any Competing Compound, a “Competing Business”); provided, however, that this Section 7.2(a) shall not be construed to prohibit or restrict any Third Party acquiror of Seller (a “Third Party Acquiror”), whether by merger, sale of stock, sale of assets or otherwise (a “Change of Control Transaction”), or any of such Third Party Acquiror’s affiliated companies, from engaging in a Competing Business, if the applicable Competing Compound is: (i) controlled by the Third Party Acquiror or any of its affiliated companies prior to consummation of such Change of Control Transaction; (ii) acquired (whether by in-license or otherwise) by such Third Party Acquiror or any of its affiliated companies after consummation of such Change of Control Transaction; or (iii) developed internally by such Third Party Acquiror or any of its affiliated companies, either before or after consummation of such Change of Control Transaction, without the use of or reference to Confidential Information of Purchaser.
Seller's Non-Compete. Seller agrees that for a period of one (1) year -------------------- from the Closing Date (the "Non-Compete Period"), Seller and its affiliates shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of a business that provides telephone service, equipment and installation and maintenance within any area or at any location constituting a Relevant Area. For the purposes of this Section 16, the "Relevant Area" shall be defined for the purposes of this Agreement as any area located within, or within fifty (50) miles of, the legal boundaries or limits of, any city within which the Purchaser or any parent, subsidiary or affiliate thereof is providing telephone service, equipment and installation and maintenance, has commenced the acquisition of any authorizations, rights of way or facilities or has commenced the construction of facilities for the purposes of providing telephone service, equipment and installation or maintenance or has announced the intention to provide telephone service, equipment and installation and maintenance.
Seller's Non-Compete. (a) Seller agrees that, except as set forth in Section 8.01(d) hereof, following the Closing Date until the second anniversary of the Closing Date (the "Non-Compete Period") Seller shall not, and Seller agrees that none of its Affiliates shall, in the United States, without the consent of Purchaser:
Seller's Non-Compete. Without the express prior written consent of Purchaser, Seller and each of its Affiliates shall not, at any time during the three-year period from and immediately following the Closing Date, directly or indirectly, engage in, own, manage, control or participate in the ownership, management or control of any business that designs, develops, manufactures, markets, sells, installs or distributes products in competition with the Business, except that Seller may (i) continue the activities of its Video Interface and Timing Business, (ii) fulfill its obligations under the Transition Services Agreement and comply with the rights set forth in Section 5.22(b) and (iii) purchase or otherwise acquire by merger, purchase of assets, stock acquisition (including investing as a minority shareholder or acquiring a controlling interest) or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the primary business of which is not in competition with the Business, provided that, after the effective date of such merger and acquisition transaction, Seller may not use any assets of the business so acquired to design, develop, manufacture, market, sell, install or distribute products in competition with the Business. For the purposes of this Section 5.17, ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of 5% of any class of such securities shall not be considered to be competition with the Business. Seller hereby agrees that neither Seller nor any Subsidiary of Seller will at any time during the three-year period from and immediately following the Closing Date, solicit, seek to employ or otherwise hire any Transferred Employee, unless Purchaser or any Subsidiary of Purchaser gives its written consent to such employment or offer of employment. Seller acknowledges that the provisions of this Section 5.17 are reasonable and necessary to protect the interests of Purchaser, that any violation of this Section 5.17 may result in an irreparable injury to Purchaser and that damages at Law may not be reasonable or adequate compensation to Purchaser for violation of this Section 5.17 and that, in addition to any other available remedies, Purchaser shall be entitled to seek to have the provisions of this Section 5.17 specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages or posting a bond or other sec...
Seller's Non-Compete. (a) In consideration of, among other things, the Purchase Price, except for activities anticipated by the Transition Services Agreement and License Agreement (as defined below) and the businesses of Parent included in MDLI Business, for the period from the date hereof through the third anniversary of the date hereof, Sellers shall not (and shall not permit their subsidiaries to) directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of, be employed by or lend credit to any business, firm, corporation, partnership, association, joint venture or other entity that engages in or conducts a business based in any country worldwide that competes with or is in the same business as the Business (the "Competing Business"); provided, however, that Sellers may own, collectively, less than five percent (5%) of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Notwithstanding this Section 5.03, in the event of a merger, sale of assets, sale or business combination involving Parent and an unrelated third party, the surviving entity of such merger, sale of assets, sale or business combination shall not be obligated by the provisions of this Section 5.03; provided, however, that such merger, sale of assets, sale or business combination shall have been a bona fide transaction not undertaken for the purpose of avoiding the provisions of this Section 5.03.
Seller's Non-Compete. Seller agrees that for a period of five years from and after the Closing Date, neither it nor any of its Subsidiaries will, directly or indirectly, through equity ownership or otherwise, own, manage, control or operate any business which competes, directly or indirectly, with Buyer: (a) in the manufacture of products substantially of the kind manufactured by the Business at the Closing Date ("Competitive Products"); or (b) with respect to any of the contracts or programs reflected in those portions of Seller's MD&SC 2001 Operating/Long Range Business Plan, dated September 11, 2000, pertaining to the Business (the "OP/LRP"), a copy of which has been provided to Buyer prior to the date hereof; PROVIDED HOWEVER, that nothing herein shall prohibit:
Seller's Non-Compete. Without the express written consent of Buyer, neither Seller nor any of its subsidiaries shall, at any time during the three-year period immediately following the Closing Date, directly or indirectly, own, manage, or participate in the ownership or management of any business, entity or enterprise engaged in, or participate or engage in, the manufacture, distribution and sale of women's costume jewelry products; provided; that the foregoing shall not prohibit Seller from (i) owning as a passive investment 5% or less of the outstanding equity or debt interests of any publicly traded entity, (ii) the manufacture, distribution and sale of women's costume jewelry products pursuant to (A) the License Agreement dated as of July 1, 1998 between Seller and K.C.P.L., Inc., as amended to date, and as the same may be amended (except that there shall be no extension of the term thereof), and (B) the License Agreement dated April 12, 1999 between Seller and Xxxxx Karan Studio, as amended to date, and as the same may be amended (except that there shall be no extension of the term thereof), and (iii) the distribution and sale of women's costume jewelry products in Seller's retail factory outlets stores. Seller further agrees that the terms and conditions of this Section 6.10 are reasonable and necessary for the protection of the legitimate interests of Buyer and to prevent loss or damage to Buyer as a result of action taken by Seller or its subsidiaries. Seller agrees that neither Seller nor any of its subsidiaries will, for a period of two years after the Closing Date, solicit the employment of any person now employed by Seller if such Person is then employed by Buyer, American Biltrite Inc. ("ABI"), or any subsidiary of ABI; provided, that ABI or such subsidiary, as applicable, shall have succeeded to Buyer's right, title and interest in and to, and ABI or such entity, as applicable, is engaged in the ownership and operation of the Transferred Assets; and provided further, that the foregoing shall not prevent Seller from hiring any such employee who approaches Seller on his or her own initiative in response to a general newspaper, magazine or similar solicitation by Seller (and such solicitation shall not constitute a prohibited solicitation under this Section 6.10). The parties do not intend this Section 6.10 to prohibit Seller from, in any manner whatsoever, owning, managing, or participating in the ownership or management of, any business, entity or enterprise engage...
Seller's Non-Compete. Sellers hereby agree, on their own behalf and on behalf of their Affiliates, that, for a period of five years following the Closing Date, none of them shall (a) acquire any financial or beneficial interest in any Person (either as an owner, equity holder or shareholder) who engages directly or indirectly in the Business; (b) engage directly or indirectly in the Business, (c) solicit or entice, any clients, customers or suppliers, of the Companies for the purposes of diverting their Business or services from the Companies; or (d) assist with or provide advice (as an employee, consultant, director, manager, service provider or otherwise) to any Person in the conduct of the Business; all of them within the jurisdictions of (1) any country in Latin America, (2) Brazil, (3) the United States of America, and (4) any other country where the Companies have business activity. Notwithstanding the foregoing, Sellers and its Affiliates may solely invest in securities of any publicly traded company as an equity holder with fewer than two percent of the issued and outstanding shares of such publicly traded company.
