Agreement Not To Compete and Not To Solicit Sample Clauses
Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customer, vendor, supplier, distributor, independent contractor, agent, or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the...
Agreement Not To Compete and Not To Solicit a) In further consideration of the compensation to be paid to Employee hereunder, Executive acknowledges that during the course of his employment with the Company he has become familiar with the Company’s trade secrets and with other Confidential Information (as defined herein) concerning the Company and that his services have been and shall be of special, unique and extraordinary value to the Company, and therefore, Employee agrees that, during the period of his employment with the Company and for a period of eighteen (18) months thereafter (the “Noncompete Period”), he shall not, without the Company’s prior written consent, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant or otherwise with, any business or organization in the United States, Canada or Mexico that sells or markets golf equipment, apparel, accessories or services directly to consumers, whether through retail or direct marketing channels, including, but not limited to catalogs and the internet (a “Competitive Business”); provided, however, that nothing herein shall prohibit Employee from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation; or (ii) becoming involved with a business or organization for which activities comprising a Competitive Business do not represent more than $10 million in revenues or more than 10% of such business or organization’s total revenues. If, at the time of enforcement of this paragraph 5, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Employee acknowledges that the restrictions contained in this paragraph 5 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel
b) During the period of Employee’s employment with the Company and for a period of two (2) years thereafter (the “Non-Solicit Period”), Employee shall not directly or indirectly through...
Agreement Not To Compete and Not To Solicit. (a) Seller understands that Purchaser shall be entitled to protect and preserve the going concern value of the Business to the extent permitted by Applicable Law and that Purchaser would not have entered into this Agreement absent the provisions of this Section 6.10.
(b) For a period of two (2) years after the Closing Date (the “Restricted Period”, Seller shall not, and shall cause each of its Affiliates not to, directly or indirectly (i) solicit or recruit for employment, or employ any Transferred Employee or any other employee of Purchaser, (ii) cause, induce or encourage any current or prospective client, customer, supplier, or licensor of the Business (including any existing or former customer of the Business and any Person that becomes a client, customer supplier or licensor 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, or (iii) solicit or encourage any Transferred Employee or any other employee of Purchaser to leave the employ of the Employer, except (A) in the case of this clause (iii) for general solicitations of employment (including solicitations through employee search firms or similar agents) not specifically directed towards Transferred Employees and (B) in the case of clause (i) and this clause (iii), solicitations of such employees whose employment was terminated by Employer more than twelve (12) months prior to such solicitation.
(c) Seller agrees that, except as provided below, during the Restricted Period, Seller shall not, directly or indirectly, engage in activities or businesses, or establish any new businesses that are in competition with the operation of the Business as presently conducted (a “Competing Business”), including, but not limited to, soliciting any customer or prospective customer of the Business if it could reasonably be expected to have an adverse effect on the Business or Purchaser, or assisting any other person to do the same.
(d) If any provision contained in this Section 6.10 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 6.10, but this Section 6.10 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein ...
Agreement Not To Compete and Not To Solicit. Significant Shareholder understands and acknowledges that Parent is entitled to protect and preserve the going concern value of the Company’s Business to the extent permitted by Law and that Parent would not have entered into the Merger Agreement absent the provisions of this Agreement. Accordingly, Significant Shareholder agrees that:
(i) during the period commencing on the Closing Date and ending on the 24-month anniversary of the Closing Date (the “Restricted Period”), Significant Shareholder (A) shall not engage in any activity or business, establish any new business or invest in any existing business that is in competition with the Company’s Business, within any geographic location in which the Company or any Company Subsidiary conducted business or sold products or services on or before the Closing Date, and (B) shall not Cause any of its controlled Affiliates to engage in any activity or business, establish any new business or invest in any existing business that is in competition with the Company’s Business, within any geographic location in which the
Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary;
Agreement Not To Compete and Not To Solicit. In consideration of the Severance, the Lump Sum and of your receipt of Humana’s significant Confidential Information, as defined in Section D(2) below, you agree that up to and including December 31, 2018 (the “Restricted Period”) you, directly or indirectly, personally, or as an employee, officer, director, partner, member, owner, shareholder, investor or principal of, or consultant or independent contractor with, another person, shall not engage in any Prohibited Activity with or for a Competing Business (defined below) in the Restricted Territory. This restriction includes engaging in any preparatory activities respecting the commencement of any Competing Business, including the discussion, either publicly or privately of Humana’s development, invention, or creation of, product or service concepts, product or service designs, underwriting techniques, policy and application forms, marketing intelligence, inventions, technology, or other related information. In addition, during the Restricted Period, you must obtain the advance written approval of Humana prior to engaging in employment or other compensatory services (including services as an agent or independent contractor) for any Competing Business that does not involve Prohibited Activity. The provisions of this Section C(3) are in addition to any other non-competition obligations that you may have. Humana agrees that your current service on the Board of Directors of LifeCare Holdings, LLC does not breach this provision or the provisions of the Stock Agreements entitled Agreement Not to Compete. Should you become employed with LifeCare Holdings, LLC in the future, Humana also agrees that such employment does not breach this provision or the provisions of the Stock Agreements entitled Agreement Not to Compete. The Non-Solicitation provisions of this Agreement and the Stock Agreements shall remain in full force and effect. Your passive ownership of less than five percent (5%) of the securities of a publicly traded company shall not be treated as an action in violation of the restrictions set forth herein above.
Agreement Not To Compete and Not To Solicit a. During the time of Promisor’s employment relationship with Company and for a period of two (2) years after the termination or expiration thereof (the “Non-Compete Period”), Promisor shall not, directly or indirectly (whether as a principal, agent, independent contractor, employee, partner, member, owner or in any other similar capacity), own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business similar to or competitive with the Company Business anywhere in or outside the United States. Notwithstanding the foregoing, Promisor shall not be prohibited from owning not more than 1% of the voting stock of any publicly traded entity.
b. During the Non-Compete Period, Promisor shall not, directly or indirectly, solicit, induce or influence (or seek to induce or influence) any person who is employed by, or acts as a consultant for, Company to terminate or alter his or her employment or consultant relationship with Company.
c. Except as permitted by Company or as is otherwise necessary to carry out Promisor’s duties, during the Non-Compete Period, Promisor shall not, directly or indirectly, call on or solicit any person, firm, corporation, business or other entity who or which is, or had been within the prior two (2) years, a customer or potential customer, or supplier or potential supplier, of Company with respect to the Company Business or any business similar to or competitive with the Company Business as of the termination or expiration of Promisor’s employment relationship with Company, as the case may be.
Agreement Not To Compete and Not To Solicit