Undertaking not to Compete Sample Clauses

Undertaking not to Compete. During the Term, Impax shall not Promote to physicians, sell or market, and Impax shall cause its Affiliates and each member of the Impax Sales Force not to Promote to physicians, in the Territory, any Competing Product, provided, however, that Impax shall not be prohibited under this Section 2.5 from (i) exercising its rights to sell, market and distribute Licensed Products (as such term is defined in the License Agreement) to the extent permitted under the License Agreement even if a License Product would otherwise be considered to be a Competing Product under this Agreement, provided that any such Licensed Product is not being Promoted by any member of the Impax Sales Force that is Detailing the Product under this Agreement, or (ii) selling, marketing or distributing any generic product that is AB rated to another product (other than the XR Product, as such term is defined in the License Agreement) that, if sold, marketed or distributed by Impax, would otherwise be a Competing Product under this Agreement, provided such generic product is not AB rated to the Product under this Agreement, in each case provided that any such product is not being Promoted by any member of the Impax Sales Force that is Detailing the Product under this Agreement. Any breach of this provision shall constitute a basis for termination by Wyeth pursuant to Section 9.2.
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Undertaking not to Compete. Each Party may, for his own behalf or on behalf of a third party, continue to perform his regular activities as long as it does not conflict with this joint venture and as long as this party is a participant to said Agreement.
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Undertaking not to Compete. 4.1. Without the prior written authorization of the Supplier, the Distributor shall not represent, manufacture, market or sell in the Territory2 any products which are in competition with the Products, for the entire term of this contract.
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Undertaking not to Compete. (a) Undertaking: For good and valuable consideration, particularly employment and continued status as an employee, the Employee undertakes in favour of the Employer not to compete with the Employer, nor to participate in any manner whatsoever (whether directly or indirectly, or whether personally or through the intermediary of a legal or natural person) in another business that is substantially similar to the Employer’s business as of the date of this undertaking. Without limiting the generality of the foregoing, the Employee undertakes not to participate, whether as owner, partner, employee, director, officer, advisor, shareholder or investor, in any company whose business is substantially similar to the Employer’s business as of the date of this undertaking.
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Undertaking not to Compete. The Seller undertakes not to engage in any activity in the fields of development, manufacturing, distribution and service of photovoltaic-inverters for a time period of 24 months after the Closing. The Seller shall ensure that it and any entity directly or indirectly controlled by Xx. Xxxx Prettl or Xx. Xxxxx Prettl (Prettl Affiliates) do not engage in any activity in the fields of development, manufacturing, distribution and service of photovoltaic-inverters and, with the exception of (i) the acquisition of securities of the Parent Company (ii), subject to Section 14.6, the participation in REFU Korea Solar Electronics Ltd., solely for the purposes of fulfilling existing contractual obligations, and (iii) subject to the terms and provisions of Section 14.2, the participations in REFU Drive and Prettl Electronics AG and its subsidiaries, solely for the purposes of fulfilling its contractual obligations to RefuSol, do not incorporate, acquire or directly or indirectly participate in any entity which is active in the fields of development, manufacturing, distribution and service of photovoltaic-inverters for a time period of 24 months after the Closing. For the avoidance of doubt, the Seller and the Prettl Affiliates shall not be restricted from developing, manufacturing and distributing PCBAs for inverters of any kind so long as RefuSol Intellectual Property Rights are not utilized.
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Undertaking not to Compete. 4.1 Without the prior written authorization of the Supplier, the Distributor shall not represent, manufacture, market or sell in the Territory any products which are in competition with the Products, for the entire term of this contract. The Distributor is allowed to sell low priced table tennis products under their own trademarks "Harvard", "
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Undertaking not to Compete. Without the prior written authorization of CONTINUUM, ALTUS shall not represent, manufacture or distribute any [*] during the term of this Agreement. If at any time ALTUS wishes to represent, manufacture or distribute any product(s) that may directly compete with the Medlite C3 and Medlite C6 series based on current FDA cleared applications, ALTUS must provide CONTINUUM with a written notification of ALTUS' intent to do so no later than ninety (90) days before commencement of distribution of such new product(s). After such notification, if CONTINUUM determines in its reasonable discretion that such new product(s) will adversely affect or impact the sales of the Medlite C3 and/or the Medlite C6 product line, CONTINUUM may so notify ALTUS in writing. In the case where ALTUS has received written notice from CONTINUUM, ALTUS may choose to distribute such competing products and CONTINUUM, may elect, at its discretion, by means of written notice effective as of the date received by ALTUS to make the appointment in Section 1 ("Appointment") non-exclusive or to terminate this Agreement as of the effective date of CONTINUUM's notice. Notwithstanding the foregoing definition of competing products, ALTUS shall be permitted to manufacture, market and distribute the ALTUS CoolGlide or CoolGlide Excel for any FDA-cleared application; provided, however, that ALTUS agrees to provide CONTINUUM with written notification of any additional FDA clearances received after the Effective Date for the CoolGlide or CoolGlide Excel, which clearances will be subject to CONTINUUM's review procedures and remedies for * Indicates that information has been omitted pursuant to a request for confidential information and filed separately with the United States Securities and Exchange Commission. competition described above in this Section 4 ("Undertaking Not to Compete"). Also, ALTUS may represent, distribute or manufacture any products that are not competitive with the Products, provided that ALTUS first informs CONTINUUM in advance of such activity and CONTINUUM agrees in writing that such Products are not competitive. ALTUS declares that it presently represents, distributes and/or manufactures, directly or indirectly, the products listed on Annex III ("Products and Principals Represented by ALTUS") as of the Effective Date. If ALTUS makes any changes to ALTUS' representation during the term of this Agreement, including any additions to or deletions from the products or entities represente...
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Undertaking not to Compete. 8.1 Without the prior written authorisation of XX, the Distributor shall not represent, manufacture, market or sell in the Territory any products which are in competition with the Products, for the entire term of this Agreement. The Distributor shall not on its own behalf or in the capacity of partner, manifest or concealed, as manager, director or under any other title, participate inside as well as outside the Territory in the manufacture, sale and marketing of products similar to or capable of being competitive with the Products.
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Related to Undertaking not to Compete

  • 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

  • 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:

  • Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.

  • Covenant Not to Compete or Solicit (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the “Restricted Period” within the “Restricted Area” (as those terms are defined in Section 10(e) below):

  • Covenant Not to Compete; Non-Solicitation Executive acknowledges and recognizes the highly competitive nature of the Company’s Business and the goodwill and business strategy of the Company constitute a substantial asset of the Company. Executive further acknowledges and recognizes that during the course of the Executive’s employment Executive will receive specific knowledge of the Company’s Business, access to trade secrets and Confidential Information (as hereinafter defined), participate in business acquisitions and decisions, and that it would be impossible for Executive to work for a competitor without using and divulging this valuable Confidential Information. Executive further acknowledges that this covenant not to compete is an independent covenant within this Agreement. This covenant shall survive this Agreement and shall be treated as an independent covenant for the purposes of enforcement. Executive agrees to the following:

  • Limited Covenant Not to Compete During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows:

  • Covenants Not to Compete or Interfere This Agreement incorporates all the terms of that certain Noncompete Agreement between Employee and the Company, as if fully set forth herein. The parties hereby acknowledge that any severance payments made under Section 5 of this Agreement shall be consideration for Employee’s covenant not to compete with the Company.

  • Covenant Not to Sxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Covenant Not to Solicit If the Executive is receiving payments and benefits under Section 2 above (or subsequently becomes entitled thereto because of a termination described in Section 2(a)(ii)), then, for a period of two (2) years following the Executive’s Termination Date, the Executive shall not: (i) solicit, encourage or take any other action which is intended to induce any other employee of the Company to terminate his employment with the Company; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee of the Company. The foregoing shall not prohibit the Executive or any entity with which the Executive may be affiliated from hiring a former employee of the Company; provided, that such hiring results exclusively from such former employee’s affirmative response to a general recruitment effort.

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