Seller's Non-Competition Covenant Sample Clauses

Seller's Non-Competition Covenant. Each Seller and any Foundation to which Seller's assets are transferred shall enter into the Non-Competition Agreement in the form of Exhibit 11.
Sample 1
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Seller's Non-Competition Covenant. (a) In consideration of Purchaser's non-competition covenant in Section 10.01 above, Seller agrees that it shall not, and it shall cause each of its Affiliates to not, at any time on or before December 31, 2000, without the prior written consent of Purchaser, anywhere in the United States of America, Canada and/or Mexico, directly or indirectly, participate in, engage in, manage, operate, control, consult, be employed by or assist in any manner or capacity or have any interest in any Person which is engaged in the Business as conducted by the Company immediately prior to the Closing Date; provided, however, that nothing herein shall prevent or prohibit: (i) the acquisition by Seller or any of its Affiliates of more than fifty percent (50%) of the voting securities, or substantially all of the assets of, any Person having not more than fifteen percent (15%) of its sales (based on its latest annual audited, or unaudited if audited statements are unavailable, financial statements) attributable to products competing directly with the Business in the United States of America, Canada and/or Mexico; (ii) the acquisition or holding for investment purposes (A) by any employee pension fund or other similar Person acting in a fiduciary capacity with respect to Seller or any of its Affiliates of up to 15% or (B) by Seller or any of its Affiliates (other than those described in clause (A) of this Section 10.02(a)(i) of up to 5%, of the outstanding capital stock or other ownership interest in any Person having a class of equity securities listed on any national or international securities exchange; (iii) the purchase from any Person (other than an Affiliate of Seller) and the resale by Seller or any of its Affiliates of the type of products involved in the Business (but only to the extent conducted by Seller or any of its Affiliates as of the Closing Date); (iv) the manufacture, marketing, distribution and sale by Seller or any of its Affiliates of any products under the Proxpeel, Cablon(R) or Fabulon(R) lines of business, or products derived from or developed in the future based upon the technology and formulas related to such lines of business; (v) the manufacture, marketing, distribution and sale by Seller or any of its Affiliates of any construction adhesives as conducted by Miracles Adhesives Corporation; (vi) the manufacture, marketing, distribution and sale by Seller or any of its Affiliates of any products based upon formulations or processes independently devel...
Sample 1
Seller's Non-Competition Covenant. In consideration of Purchaser entering into and fulfilling its obligations under this Agreement, and ancillary to the sale of the Business and Business Assets as provided herein, Seller agrees that, without the prior written consent of Purchaser, it and
Sample 1
Seller's Non-Competition Covenant. Each Seller hereby agrees and covenants that, during the Term, such Seller shall not and shall cause its Subsidiaries not to, directly or indirectly, own any interest in, manage, control, participate in, consult with, render services for or be or become engaged or involved in all or any portion of the Business in the Labels Territory, or all or any portion of the International Business in the International Receipts Territory, including by being or becoming a direct or indirect owner, co-owner, investor, lender, partner, joint venturer, stockholder, consultant, agent, supplier, licensor or advisor of, to or with any Person engaged or involved in all or any portion of the Business (in the Labels Territory) or all or any portion of the International Business (in the International Receipts Territory), as applicable; provided, however, nothing herein shall preclude any Seller or any of their Subsidiaries from: (A) owning two percent (2%) or less of the outstanding stock or other securities of any Person; (B) exercising its rights, performing or complying with its obligations under this Agreement or any of the other Transaction Documents; (C) engaging in the Retained Business (but not in the International Receipts Territory) or (D) acquiring or investing in, directly or indirectly, any business (regardless of the form of the underlying transaction) which is engaged or involved in the Acquired Business in the Labels Territory or the International Receipts Territory so long as (1) such business is not a Prohibited Target, (2) no more than twenty percent (20%) of the revenues of such business for the twelve most recently completed calendar months prior to such acquisition or investment were attributable to such business’s Acquired Business activities; and (3) Seller or its Subsidiary, as applicable, uses reasonable best efforts to sell, transfer or otherwise dispose of the Acquired Business portion(s) of such business prior to the date that is twelve (12) months following the consummation of such acquisition or investment, including the engagement of a reputable investment banker and diligently pursues such sale, transfer or disposition until completion.
Sample 1
Seller's Non-Competition Covenant. Subject to the provisions of this -------------------------------- Section 6, each of BFX, AFCI, Sellers, Cabo-Fort Worth and XxXxxx agree that --------- during the period beginning on the Effective Date and continuing for a period of 5 years thereafter, they will not, and will not permit any Subsidiary or Affiliate, or any other Person, for them to directly or indirectly own, manage, operate, work for, consult with, advise, control, finance, lend credit to, guaranty the performance of, or otherwise engage or participate in any manner whatsoever, in any restaurant or bar business using the Cabo Concept (as hereinafter defined) or, use a menu in any restaurant or bar business that is substantially the same as the A La Carte Taqueria Menus, as hereinafter defined, used by the Business on the Effective Date, (the "Restricted Activity"), ------------------- anywhere in the continental United States, except at the current business address of Cabo-Fort Worth, 000 Xxxx Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000. True and correct copies of the A La Carte Taqueria Menus used by Sellers in the Business on the Effective Date are attached hereto as Exhibit 6 (a) (the "A La ------------- Carte Taqueria Menus"). AFCI, BFX, Sellers, Cabo-Fort Worth and XxXxxx agree that this covenant is reasonable with respect to its duration, geographical area and scope. Notwithstanding anything else contained in this Agreement to the contrary, there shall be no restriction upon any of BFX, AFCI, Sellers, Cabo-Fort Worth and XxXxxx in this Agreement which would limit their ability to open a Mexican restaurant with a menu, food products and decor similar to those used at Uncle Julio's, Pappasitas, Don Pablo's, or On The Border restaurants irrespective of the fact that some of the menu items and the recipes used may be similar to those which are a part of the Cabo Concept or that such menu items may be listed in an a la carte format. It is expressly understood and agreed that BFX, AFCI, Sellers, Cabo-Fort Worth and XxXxxx are entitled to sell all types of tacos, burritos, enchiladas, fajitas, soups, chips, salsas and any other food products sold from time to time on the menus of Uncle Julio's, Pappasitas, Don Pablo's, or On The Border restaurants.
Sample 1
Seller's Non-Competition Covenant. Subsequent to the Effective Date and until three (3) years after the Effective Date, Seller agrees not (i) to enter into any business that is competitive with the IFCN Business (as defined in the Preamble to this Agreement), whether directly or indirectly, whether as principal, agent, investor, distributor, representative, stockholder, employee, consultant, volunteer or otherwise, or (ii) to solicit or entice or endeavor to solicit or entice away from the Buyer, the Company or any entity that is a subsidiary or otherwise affiliated with the Buyer or the Company (the "BUYER GROUP") any person who was a director, officer, employee, agent or consultant of such member of the Buyer Group at any time within one year prior to such solicitation, either on the Seller's own account or for any person, firm, corporation or other organization, whether or not such person would commit any breach of his contract of employment by reason of leaving the service of such member of the Buyer Group, or (iii) to employ, directly or indirectly, any person who was a director, officer or employee of the Buyer Group at any time within one year prior to such employment or who by reason of such position at any time is or may be likely to be in possession of any confidential information
Sample 1
Seller's Non-Competition Covenant. (a) In consideration of Buyer's entering into and fulfilling its obligations under this Agreement, and ancillary to the sale of the Common Stock and Business as provided herein, Seller agrees that, without the prior written consent of Buyer, Seller and its subsidiaries and affiliates shall not for a period of five (5) years after the Closing Date: (i) engage in any Competing Activity (as hereinafter defined) within the geographic area in which Company or its Affiliates has conducted the Business, it being understood and agreed by the parties that such geographic area is world-wide; or (ii) either for its own benefit or purposes or the benefit or purposes of any other person, interfere with, attempt to divert, entice away, or accept any business from any person who was a customer of Company or its Affiliates for the purpose of a Competing Activity. (b) For the purposes of this Agreement, "Competing Activity" means any participation in, or other ownership or organization of, any person or entity, which is engaged in, or hereafter engages in, the design, development, manufacture, distribution or sale of any Product, whether Seller or its affiliates or subsidiaries is acting as an agent, consultant, investor, partner, shareholder, proprietor or in any representative capacity.
Sample 1
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Seller's Non-Competition Covenant 
Sample 1

Related to Seller's Non-Competition Covenant

  • Non-Competition Covenant Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.

  • Non-Competition Covenants a. The provisions of this subparagraph a. shall apply both during normal working hours and at all other times including, but not limited to, nights, weekends and vacation time, while Optionee is employed by the Company or any Subsidiary. Optionee shall not directly or indirectly (i) engage in any employment, business, or activity that is competitive with the business of the Company or any Subsidiary, (ii) assist any other person or organization in competing with, or in preparing to engage in competition with, the business of the Company or any Subsidiary. Direct competition shall include, but not be limited to, the design, development, production, promotion or sale of products, software, or services competitive with those of the Company or any Subsidiary. In addition, Optionee shall not directly or indirectly (i) engage in any employment, business, or activity that is competitive with either (A) the proposed business of the Subsidiary that employs Optionee (“Employing Subsidiary”) or (B) any proposed business of any of the Company’s other Subsidiaries (the “Non-Employing Subsidiaries”) of which Optionee has actual knowledge, or (ii) assist any other person or organization in competing with, or in preparing to engage in competition with, either (A) the proposed business of the Employing Subsidiary or (B) any proposed business of any Non-Employing Subsidiary of which Optionee has actual knowledge. b. The provisions of this subparagraph b. shall apply during Optionee’s employment with the Company or any Subsidiary and for a period of twelve months after Optionee ceases to be employed by the Company or any Subsidiary. Optionee shall not directly or indirectly solicit to conduct any Competitive Business with, or conduct any Competitive Business with, any (i) then-current customer of the Employing Subsidiary or (ii) any person that has been a customer of the Employing Subsidiary within the six months prior to the time of Optionee’s separation from employment. The phrase “Competitive Business” means the line(s) of business(es) conducted by the Employing Subsidiary. c. The provisions of this subparagraph c. shall apply during Optionee’s employment with the Company or any Subsidiary and for a period of 12 months after Optionee’s separation from employment. Optionee shall not directly or indirectly solicit to hire, or cause to be hired, any employee of the Company or any Subsidiary as an employee or agent of, or consultant to, any business enterprise that Optionee is associated with. d. Each non-competition covenant of Optionee contained in the preceding provisions of this Paragraph 10 (the “non-competition covenant”) shall be construed as an agreement independent of any other provision of this Agreement and the existence of any claim or cause of action of Optionee against the Company or any Subsidiary, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or any Subsidiary of such non-competition covenant. e. The Company and Optionee have in good faith used their best efforts to make each non-competition covenant contained in the preceding provisions of this Paragraph 10 reasonable in both scope and in duration. It is not anticipated, nor is it intended, by either party to this Agreement that any court or other tribunal having jurisdiction over the matter will find it necessary to reform any non-competition covenant to make it reasonable in both scope and in duration, or otherwise. If any non-competition covenant is deemed by a tribunal having jurisdiction over the matter to be unlawful or unenforceable, such provision will be deemed severable from this Agreement and such provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of this Agreement shall otherwise remain in full force and effect and be enforceable. Furthermore, in lieu of such unlawful or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms as may be possible and be enforceable. f. Optionee is agreeing to the provisions of this Paragraph 10 in consideration of the grant of this Option. The provisions of this Paragraph 10 shall be valid and enforceable by the Company and its Subsidiaries, regardless of whether or not any of this Option granted hereunder actually becomes exercisable, or whether or not Optionee actually exercises any rights under this Option. In the event of any conflict or inconsistency between any provision of this Paragraph 10 and any similar or analogous provision of any other agreement (either currently in effect or that may be entered into in the future) between Optionee, on the one hand, and the Company or any Subsidiary, on the other hand, whichever provision is most favorable to the Company or such Subsidiary shall govern.

  • Noncompetition Covenant The Executive agrees that, during the Term, including any extension thereof, and for a period of one year following the Executive’s termination of employment, other than a termination pursuant to Section 4, the Executive shall not, without the express written consent of the Company: (a) Be engaged, directly or indirectly, in any county where the Company has an office at the time of Executive’s termination, as a partner, officer, director, employee, consultant, independent contractor, security holder, or owner of any entity engaged in any business activity competitive with that of the Company or its Affiliates; provided, however, nothing in this Agreement shall prevent the Executive from owning or acquiring an interest in any entity engaged in any competitive business activity if such interest does not constitute “control” as defined in 12 C.F.R. Section 303.81(c); (b) Call upon or solicit, either for the Executive or for any other person or firm that engages in competition with any business operation actively conducted by the Company or any Affiliate during the Term, any customer with whom the Company or any Affiliate directly conducts business during the Term; or interfere with any relationship, contractual or otherwise, between the Company or any Affiliate and any customer with whom the Company or any Affiliate directly conducts business during the Term; or (c) Induce or solicit any person who is at the date of termination or was during the 12 months preceding termination an employee, officer or agent of the Company or any Affiliate to terminate said relationship. In the event of a breach by the Executive of any covenant set forth in this Section 9, the term of such covenant will be extended by the period of the duration of such breach and such covenant will survive any termination of this Agreement but only for the limited period of such extension. The restrictions on competition provided herein shall be in addition to any restrictions on competition contained in any other agreement between the Company and the Executive and may be enforced by the Company and/or any successor thereto, by an action to recover payments made under this Agreement, an action for injunction, and/or an action for damages. The provisions of this Section 9 constitute an essential element of this Agreement, without which the Company would not have entered into this Agreement. Notwithstanding any other remedy available to the Company at law or at equity, the parties hereto agree that the Company or any successor thereto, will have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of this Section 9. If the scope of any restriction contained in this Section 9 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction will be enforced to the maximum extent permitted by law, and the Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

  • Non-Competition and Non-Solicitation Covenants a. The Executive acknowledges that i) he will be employed as a high-level employee in an executive and managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will not, on behalf of anyone other than the Company, engage in any managerial, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive (i) be terminated with or without cause following the first 90 days of this Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment. d. If the Executive commits a material breach of, the Covenants, the Company shall have the rights and remedy (in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive; provided, however, that the provisions of Section 6 (b) shall terminate.

  • Nonsolicitation Covenant In consideration of the payments to be made to Executive hereunder, Executive hereby covenants, for a period of two (2) years following the Qualifying Termination, that he will not, directly or indirectly (whether as an officer, director, employee, individual proprietor, control shareholder, consultant, partner or otherwise) (i) solicit, recruit or hire-away any employee of the Company or successor of the Company or (ii) solicit, influence or attempt to influence any person or entity to terminate such person’s or entity’s contractual and/or business relationship with the Company or successor of the Company. With regard to this Section 9, Executive acknowledges that the provisions herein are reasonable in both scope and duration and necessary to protect the business of the Company or its successor.

  • Non-Compete Covenants If Employee terminates his employment without cause, or if Employee's employment is terminated by Bank for cause, then for one year from the date of such termination Employee will not, without the prior written consent of Bank: 8.1.1 Undertake full or part-time work, either as an employee or as a consultant, for another financial institution if such work is to be done, in whole or in part, in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, Xxxxxxx or Xxxxxxx Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination; or 8.1.2 Hire for any financial institution or other employer (including himself) any employee of Bancorp or any of its affiliates, or directly or indirectly cause such an employee to leave his or her employment to work for another employer, if such employee is to work in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, Xxxxxxx or Xxxxxxx Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination.

  • Non-Compete Covenant For a period of 2 years after the effective date of this Agreement, NC will not directly or indirectly engage in any business that competes with ARS. This covenant shall apply to the geographical area that includes North America.

  • Nonpetition Covenant Each party hereto agrees that, prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party hereto shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join with any other Person in commencing or institute with any other Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section shall survive the termination of this Agreement.

  • Non-Competition Period The "non-competition period" shall begin on January 1, 2017 and shall end twelve (12) months after the Employee's termination of employment; provided, however, that the "non-competition period" shall end on the date Employee's employment ends in the event of Employee's termination for "good reason" (as defined in paragraph 6(d)), or Employee's termination without "cause" (as defined in paragraph 3(d)).

  • Employment and Non-Competition Agreements The Employment and Non-Competition Agreements described in SECTION 6.2 hereof shall have been duly executed and delivered by all parties thereto and shall be in full force and effect.

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