Temporary Exceptions to Non-Competition in Core Products Sample Clauses

Temporary Exceptions to Non-Competition in Core Products. Section 12.1.2 shall not prohibit any Member or its Affiliates from acquiring a business (either through a purchase of equity or assets) that has a segment that directly or indirectly designs, develops, produces, markets, distributes or sells a Core Product (the “Competitive Segment”) if, but only if, (i) (A) the Competitive Segment is only a minor part of the overall business being acquired, and (B) the Competitive Segment is not a key purpose of the acquisition, and (ii) the acquiring Member Corporation will, as soon as reasonably practical following the acquisition of such Competitive Segment (and in no event more than nine (9) months after said acquisition), either (a) sell the Competitive Segment to the Joint Venture (at a purchase price reflecting fair value attributable to such Competitive Segment), with the Joint Venture having a right of first opportunity for such purchase (which shall be initiated by written notice from such acquiring Member promptly following the closing of the acquisition) or (b) discontinue such Competitive Segment or sell it to a third party (in the event the Joint Venture does not exercise its first opportunity purchase right within ninety (90) days following the date of written notice or if the parties fail to consummate such a sale within one hundred twenty (120) days following such notice and are no longer actively engaged in good faith negotiations for such sale). If a Member Corporation acquires ownership of a Competing Segment covered by this Section 12.1.4, it shall be permitted to continue to operate the Competitive Segment of the acquired business in the ordinary course of business during the aforementioned disposition process (not to exceed the nine (9) month disposition process period), provided it does not expand the size or capacity of such Competitive Segment, does not add any new products to such Competitive Segment and does not utilize any of the relationships, strategies or information available to it as a Member of the Joint Venture to compete directly with the Joint Venture in the production or sale of Core Products, unless approved in writing by the Joint Venture.
Sample 1
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Related to Temporary Exceptions to Non-Competition in Core Products

  • Non-Competition After Termination In further consideration of the Company providing Executive with its confidential information, trade secrets, goodwill, and proprietary business information, Executive agrees that he shall not, at any time during the period of one (1) year after the termination of the later of the Basic Term and any extension of the Basic Term under this Agreement, for any reason, within any market or country in which the Company has operated assets or provided services, or formulated a plan to operate its assets or provide services during the last twelve (12) months of Executive’s employ, engage in or contribute Executive’s knowledge to any work which is competitive with or similar to a product, process, apparatus, services, or development on which Executive worked or with respect to which Executive had access to while employed by the Company; provided, however, that the one (1) year period set forth in this Section 5.4 shall be a two (2) year period in the case of an Executive whose employment is terminated due to Retirement.

  • Employment and Non-Competition Agreements The employees of Target set forth on Schedule 5.17 shall have accepted employment with Acquiror and shall have entered into an Employment and Non-Competition Agreement substantially in the form attached hereto as Exhibits H-1, et. seq.

  • Non-Competition and Non-Solicitation Agreements The Selling Member shall have entered into a Non-Competition and Non-Solicitation Agreement with the Buyer in substantially the form attached hereto as Exhibit F.

  • Confidentiality, Non-Solicitation and Non-Compete The Participant agrees to, understands and acknowledges the following:

  • Confidentiality Non Competition Non Solicitation A. The Executive acknowledges that:

  • Confidentiality, Non-Competition and Non-Solicitation Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.

  • Non-Competition Agreements Except as described in the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, directors or executive officers of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his, her or its ability to be and act in the capacity of shareholder, executive officer or director of the Company, as applicable.

  • Confidentiality, Non-Solicitation and Non-Competition The Executive agrees that:

  • Non-Competition and Non-Solicitation Agreement Without the prior written consent of the Company, Employee shall not, during the term of this Agreement, or for a two (2) year period of time following the date of termination of this Agreement or the termination of Employee's employment with the Company:

  • Employment and Noncompetition Agreements The Employment and Noncompetition Agreements referred to in Sections 7.1 and 8.3, duly executed by the persons referred to in such Sections.

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