Compete Period definition

Compete Period shall begin on the Closing Date (as defined in the Purchase Agreement) and end either: (i) if the Date of Termination is before the EBITDA Threshold (as defined in the Purchase Agreement) is achieved, the longer of one (1) year after the Date of Termination or three (3) years after the Closing Date; or (ii) if the Date of Termination is after the EBITDA Threshold is achieved, one (1) year after the Date of Termination. The parties agree that they shall not during such period make public statements in derogation of each other, except as may be required by law. For the purposes of this Section, the term "Subject Company" shall mean Intek and any direct or indirect subsidiaries, parents and affiliates of Intek including Acorn. Competing directly or materially with the Subject Company shall mean (a) either (i) engaging or (ii) having a material interest (any ownership or profit interest over 5% always being material), directly or indirectly, as owner, employee, officer, director, partner, venturer, shareholder, capital investor, consultant, agent, principal, advisor or otherwise, either alone or in association with others, in the operation of any individual or entity engaged in (b) the Business within Canada or the continental United States, including the California counties which would appear here if each county in California was listed here. Competing directly or materially with the Subject Company, as used in this Agreement, shall be deemed not to include an ownership interest as an inactive investor, which for purposes of this Section shall mean the beneficial ownership of less than five percent (5%) of the outstanding shares of any series or class of securities of any competitor of the Subject Company, which shares are publicly traded in the securities markets. The Key Shareholders agree that the Business is inherently nationwide in scope.

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Compete Period means the period beginning on the Effective Date and ending (i) if Executive is terminated by the Company pursuant to Sections 5(c) or 5(e) or by Executive pursuant to Section 5(d), on the later of (A) four (4) years following the Effective Date, and (B) two (2) years following the Executive's termination of employment, and (ii) if Executive is terminated pursuant to Section 5(b), two (2) years following the Executive's termination of employment.

Compete Period. For purposes of this Paragraph 5, the term "Noncompete Period" means the period commencing on the Effective Date of this Agreement and, ending on the earlier of (i) the third anniversary of the Effective Date or (ii) the date the Warrant is no longer outstanding and exercisable, as a result of its exercise or cancellation, or (iii) the date a "Change in Control" of the Company occurs as such term is defined in Paragraph 6(c) of the Option Agreement dated November 12, 1996.

Examples of Compete Period in a sentence

The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non Compete Period, he will provide a copy of this Agreement to such entity and acknowledge, to the Company in writing, that he has done so.
EURAND can terminate the Non- Compete Period on forty five (45) days written notice (i) if RELIANT has not applied for the Applicable Permits in the United States as provided by Section 4.1 or (ii) launched the Finished Dosage in the United States as provided by Section 4.2 or (iii) RELIANT fails to maintain the Minimum Annual Royalty set forth in Section 12.13.
Compete Period, Executive shall not directly or indirectly solicit to enter into the employ of any other Entity, or hire, any of the employees of the Employer (or individuals who were employees of the Employer within six months of termination of the Non-Compete Period).
The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non Compete Period, he will provide a copy of this Agreement to such entity and acknowledge, to the company in writing, that he has done so.
If none of the above apply, but one of the following was true at any time during the twelve (12) months immediately preceding the termination of your employment: Then the Non- Compete Period will continue for: You were a Managing Director, Senior Managing Director or Senior Vice President working in one of the Specified Job Families Six (6) months You were a Vice President working in one of the Specified Job Families Three (3) months 4.
Each Principal further agrees that during such Non- Compete Period he shall not solicit the Licensee’s or the Company’s customers on behalf of him or any other business or entity in competition with the business then conducted by the Licensee or the Company.
Notwithstanding any other provision to the contrary, I acknowledge and agree that the Post-Termination Non- Compete Period, or Post-Termination Non-Interference Period, as applicable, shall be tolled during any period of violation of any of the covenants in Section 5 hereof and during any other period required for litigation during which the Company or any other member of the Company Group seeks to enforce such covenants against me if it is ultimately determined that I was in breach of such covenants.
With respect to TI, the Non Compete provisions contained in this Section 14.2 shall expire at the end of the Non Compete Period.
The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non Compete Period, she will provide a copy of this Agreement to such entity and acknowledge, to the Company in writing, that she has done so.
During the Executive's employment with the Company and during the Non- Compete Period, Executive shall not engage in Competitive Employment, whether paid or unpaid and whether as a consultant, employee, or otherwise.

More Definitions of Compete Period

Compete Period has the meaning as defined in clause 15.2(B). Observer : means a non-voting observer appointed in accordance with clause 3.13. Option Shares : has the meaning as defined in clause 10.1(A). Permitted Transferee : has the meaning given to it in the New Articles. PFIC : has the meaning as defined in clause 6. Pfizer means Pfizer Inc. Preferred A Shareholder : means a holder of Preferred A Shares. Preferred A Shares : means the preferred A shares in the capital of the Company from time to time having the rights and privileges set out in this Agreement and the New Articles. Preferred A Majority : means the holders of a majority in number of the Preferred A Shares then outstanding. Preferred A Majority Consent : means the written consent of the Preferred A Majority, required insofar and for so long as any of the Preferred A Shares outstanding at the date of this Agreement remain outstanding. Preferred B Majority : means the holders of a majority in number of the Preferred B Shares then outstanding. Preferred B Majority Consent : means the written consent of the Preferred B Majority, required insofar and for so long as any of the Preferred B Shares outstanding at the date of this Agreement remain outstanding.

Compete Period means:

Compete Period shall be automatically extended by a number of days equal to the total number of days in the period from the date on which such breach shall have first occurred through the date as of which such breach shall have been fully cured. Because the Company does business throughout the continental United States and Canada, and Employee, as the President and CEO has responsibility for the Company, the geographic area for the restrictive covenant is the continental United States and Canada. If for any reason any court of competent jurisdiction finds these covenants to be unreasonable in duration or geographic scope, the prohibitions herein contained shall be restricted to such time and geographic areas as such court determines to be reasonable and enforceable. However, the restrictions stated above will not apply if Company liquidates or if Employee becomes employed by a company (or its affiliate) which acquires (in a voluntary transaction) the stock or business assets of Company.

Compete Period as defined in Section 5 (a) of the Employment Agreement and as applicable in Section 5(c) of the Employment Agreement shall extend through May 10, 2007.