Non-Competition; Non-Solicitation; Confidentiality. (a) For a period from the Closing Date until the fifth (5th) anniversary of the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Business (a “Restricted Business”). The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Newco, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
(b) For a period from the Closing Date to the fifth (5th) anniversary of the Closing Date, neither the Company nor any of its Subsidiaries shall: (i) cause, solicit, induce or encourage any Employees of the Company to leave such employment or hire, employ or otherwise engage any such individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former customer of the Company and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship.
(c) The covenants and undertakings contained in this Section 6.7 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 6.7 will cause irreparable injury to Newco, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 6.7 will be inadequate. Therefore, Newco will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 6.7. The rights and remedies provided by this Section 6.7 are cumulative and in addition to any other rights and remedies which Newco may have hereunder or at law or in equity.
(d) The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation...
Non-Competition; Non-Solicitation; Confidentiality. (a) Key Employee acknowledges and agrees that: (i) the Company is engaged in the business of power line and commercial/industrial electrical construction services for electric utilities, telecommunication providers, commercial/industrial facilities, and government agencies and electrical construction and maintenance services for industrial and power generation clients (the “Business”); (ii) the Business is intensely competitive; (iii) Key Employee’s customer relationships are near permanent and but for Key Employee’s association with the Company, Key Employee would not have had contact with the customers; (iv) Key Employee will continue to develop and have access to and knowledge of non-public information of the Company and its clients; (v) the direct or indirect disclosure of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage to the Company; (vi) Key Employee has developed goodwill with the Company’s clients at the substantial expense of the Company; (vii) but for Key Employee entering into the covenants set forth in this Section 3.9, the Company would not have entered into the Financing and the closing of the offering and sale of equity securities by the Company as set forth above, (viii) Key Employee engaging in any of the activities prohibited by this Section 3.9, would constitute improper appropriation and/or use of the Company’s confidential information and/or goodwill, (ix) Key Employee’s association with the Company has been critical, and Key Employee’s association with the Company is expected to continue to be critical, to the success of the Company, (x) the services to be rendered by Key Employee to the Company are of a special and unique character, (xi) Company conducts the Business throughout the United States, (xii) the noncompetition and other restrictive covenants and agreements set forth in this Agreement are fair and reasonable and it would not be reasonable to enter into the Financing without obtaining such non-competition and other restrictive covenants and agreements, and (xiii) in light of the foregoing and of Key Employee’s education, skills, abilities and financial resources, Key Employee acknowledges and agrees that the Key Employee will not assert, and it should not be considered, that enforcement of any of the covenants set forth in this Section 3.9 would prevent Key Employee from earning a living or otherwise are void, voi...
Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment for any reason (the “Restricted Period”), the Recipient will not directly or indirectly:
(i) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or planned to be developed, manufactured, marketed or sold, by the Company while the Recipient was employed by the Company, within the United States of America and/or any other country within which the Company has customers or prospective customers as of the date of such termination or cessation.
(ii) (A) Solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the Company, (1) any customers of the Company, (2) any prospective customers from whom the Company has solicited business within the twelve (12) months prior to the Recipient’s termination or cessation of employment, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by the Company who have become known to Recipient as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of the Company to cease or restrict doing business with the Company, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the Company.
(iii) Either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee of the Company to leave the employ of the Company, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Recipient to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at any time during the term of the Recipient’s employment with the Company; provided, that this clause (B) shall not apply to any...
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period two (2) years from and after the Closing Date, each of the Sellers severally covenants that he shall not, and shall cause his Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Company or any of the Subsidiaries (a “Restricted Business”); provided, however, that the restrictions contained in this Section 7.7(a) shall not (i) restrict the acquisition by Sellers, directly or indirectly, of less than 10% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) restrict the operation by Sellers of the Engineered Systems Business as such business is currently conducted. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may be inadequate and that Purchaser, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
(b) For a period three (3) years from and after the Closing Date, each of the Sellers severally covenants that he shall not, and shall cause his Affiliates not to, directly or indirectly: (i) cause, solicit, induce or encourage any Key Employee to leave his employment with the Company or any Subsidiary or offer employment to or employ or conclude any contract for services with any Key Employees of the Company or the Subsidiaries who are or become employees of Purchaser or its Affiliates; or (ii) cause, induce or encourage any material client, customer, supplier, or licensor of the Business to terminate or modify any such actual or prospective relationship; provided, however, that nothing in this Section 7.7(b) shall prevent Matrix Engineering Systems Limited (f/k/a Matrix International Limited) from continuing to provide services that do not compete directly with the Business to Xxxx Graphics Limited.
(c) Each Seller severally covenants that it shall not, from and after the Closing Date, and shall use its respective best efforts to cause its Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Per...
Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company (including its Subsidiaries) and for a period of one (1) year after the Recipient’s Separation from Service for any reason (the “Restricted Period”), the Recipient will not directly or indirectly:
(i) engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than one percent (1%) of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or, to the Recipient’s knowledge, planned to be developed, manufactured, marketed or sold, by Coherent or its Subsidiaries while the Recipient was employed by the Company or a Subsidiary, within the United States of America, and/or any other country within which Coherent or its Subsidiaries have customers or prospective customers as of the date of such Separation from Service;
(ii) (A) solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by Coherent Corp. PSU (Sample rTSR/Share-Settled) Coherent or its Subsidiaries, (1) any customers of Coherent or its Subsidiaries, (2) any prospective customers known by the Recipient to have been solicited by Coherent or its Subsidiaries within the twelve (12) months prior to the Recipient’s Separation from Service, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by Coherent or its Subsidiaries who have become known to the Recipient as a result of his/her employment with the Company (including its Subsidiaries), or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of Coherent or its Subsidiaries to cease or restrict doing business with Coherent or its Subsidiaries, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and Coherent or its Subsidiaries; or
(iii) either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee of Coherent or its Subsidiaries to leave the employ of Coherent or its Subsidiaries, or (B) solicit for employment, hire or engag...
Non-Competition; Non-Solicitation; Confidentiality. (a) The Company agrees that from the Closing until the third anniversary of the Closing (the “Restriction Period”), the Company shall not (and shall cause the Restricted Persons not to) engage, or directly or indirectly own a controlling interest in any Person who engages, in the development and sale of products or services that provide the same or substantially similar principal functionality or services as the Business Products in direct competition with the Business as conducted as of immediately prior to Closing anywhere in the Restricted Territories (a “Competitive Business”), other than pursuant to arrangements with the Buyer or any of its Subsidiaries; provided, however, that nothing herein shall prohibit the Company or any Restricted Persons from:
(i) being a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded so long as none of such Persons has any active participation in the business of such corporation;
(ii) owning any Equity Securities in any Person through any Seller Benefit Plan;
(iii) engaging or otherwise utilizing, or entering into a commercial relationship with, in each case, in the ordinary course of business, a Person not affiliated with the Company that engages in a Competitive Business;
(iv) engaging in any business conducted by the Company or its Affiliates on the date of this Agreement (other than the Business) and continuing to sell its products and services, as well as any new releases, updates and successors to such products and services;
(v) continuing to engage in the Business for the benefit of the Buyer or any of its Subsidiaries as required or expressly contemplated by this Agreement or any other Transaction Document; or
(vi) acquiring or investing in any Person or business which has operations the conduct of which violates this Section 10.9 (and engaging in any Competitive Business of such Person or business) if (i) such operations account for less than the greater of (x) 20% of such Person’s consolidated revenues for the fiscal year ended immediately prior to such acquisition (provided that this Section 10.9(a)(vi)) shall be deemed not to be violated if within eighteen (18) months following the consummation of such acquisition the operations of which violates this Section 10.9 account for less than 20% percent of such Person’s consolidated annual revenues for the then most recently completed fiscal year) and (y) $200 million in consolidated revenues for the fisc...
Non-Competition; Non-Solicitation; Confidentiality. The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees as follows:
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period from the Polymers Closing Date until the third (3rd) anniversary of the Polymers Closing Date, the Sellers shall not and shall cause their Affiliates not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or Control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in activities and operations involving the development, formulation, testing, technical service, production, manufacturing, marketing, selling or trading of polyethylene, polypropylene and expandable polystyrene in North America or that otherwise competes with the Polymers Business (a “Restricted Business”). For a period from the Base Chemicals Closing Date until the third (3rd) anniversary of the Base Chemicals Closing Date, the Sellers shall not and shall cause their Affiliates not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or Control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in activities and operations involving the development, formulation, testing, technical service, production, manufacturing, marketing, selling or trading of ethylene, propylene and cyclohexane in North America or that otherwise competes with the Base Chemicals Business (also a “Restricted Business”). The restrictions contained in this Section 6.17(a) shall not restrict (i) the acquisition by the Sellers, directly or indirectly, of less than two percent (2%) of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, (ii) the acquisition by the Sellers of an interest in another Person (or its successor) engaged in a Restricted Business, if such Restricted Business generates less than 25% of such Person’s (or its successor’s) aggregate revenues, or to the extent such Restricted Business generates in excess of 25% of such Person’s (or its successor’s) aggregate revenues, if the Sellers cause the acquired Person (or its successor) to divest itself (i.e., sale to an unaffiliated third party) of the Restricted Business as soon as is reasonably practicable, but in any event not later than one (1) year, after such acquisition is consummated, (iii) activities necessary to permit the performance of any Commercial Agreement, or (iv) the continued operation by the Sellers of the Excluded Businesses.
(b) For a period from the Original APA Date until the...
Non-Competition; Non-Solicitation; Confidentiality. In order to receive your RSU grants, you must sign a Non-Competition/Non-Solicitation/Confidentiality Agreement as a condition of your continuing employment. Signing the agreement is also a condition of your receipt of the RSU grant. Please carefully read the attached Non-Competition/Non-Solicitation/Confidentiality Agreement in its entirety and feel free to have your lawyer review it prior to signing it.
Non-Competition; Non-Solicitation; Confidentiality. The Selling Members identified in Section 2.9(a)(iv) shall execute Restrictive Covenants Agreements with the Company regarding matters of non-competition, non-solicitation and confidentiality.
